Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more
11/28/2023
/ Board of Directors ,
Capital Markets ,
Clawbacks ,
Climate Change ,
Continuing Legal Education ,
Corporate Governance ,
Cybersecurity ,
Fiduciary Duty ,
Glass Lewis ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Non-GAAP Financial Measures ,
PCAOB ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Activism ,
Stock Repurchases ,
Universal Proxy ,
Webinars
On October 31, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) issued an opinion finding that the U.S. Securities and Exchange Commission (SEC) violated the Administration Procedure Act when adopting recent...more
11/7/2023
/ Administrative Procedure Act ,
Comment Period ,
Corporate Governance ,
Disclosure ,
Disclosure Requirements ,
Form 10-K ,
Form 10-Q ,
New Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Stock Repurchases ,
XBRL Filing Requirements
On July 26, the Securities and Exchange Commission (SEC), by a 3-2 vote, adopted final rules intended to enhance public companies’ disclosures regarding (1) cybersecurity incidents through a new required current report item...more
8/1/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
Institutional investors and proxy advisory firms continue developing and refining their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more
5/5/2022
/ Board of Directors ,
Corporate Governance ,
Disclosure ,
Diversity ,
Gender Equity ,
Institutional Investors ,
Policies and Procedures ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
Institutional investors and proxy advisory firms continue to develop and refine their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more
3/26/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure ,
Diversity ,
Gender Equity ,
Institutional Investors ,
Investment Adviser ,
Policies and Procedures ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
Across the globe, the coronavirus pandemic (COVID-19) is causing governments, companies, associations and colleges and universities to take unprecedented steps to address the spread and transmission of COVID-19. These steps...more
3/13/2020
/ Annual Meeting ,
Bylaws ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Emergency Management Plans ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Virtual Meetings
In a previous blog post, we discussed the Delaware Chancery Court’s decision in Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust and its relevance to the interpretation of advance notice bylaw...more
1/31/2020
/ Advance Notice ,
Appeals ,
BlackRock ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
DE Supreme Court ,
Publicly-Traded Companies ,
Reversal ,
Shareholder Activism ,
Shareholders ,
Supplemental Information
Glass Lewis recently posted its comprehensive 2020 voting guidelines, which are summarized on the first page of the 2020 voting guidelines as well as on the Glass Lewis blog. Among other things, the 2020 voting guidelines...more