On November 22, the Securities and Exchange Commission (SEC) stayed the recently enacted Share Repurchase Disclosure Modernization Rule (Repurchase Disclosure Rule) pursuant to section 705 of the Administrative Procedure Act...more
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
Recently, the State of California enacted Assembly Bill 1305: the Voluntary Carbon Market Disclosures Act (AB 1305), which requires companies, under certain circumstances, to make website disclosures of certain information...more
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
On November 3, Chairman Gary Gensler announced that the Staff (Staff) of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance released SLB 14L (“new guidance”) regarding shareholder proposals....more
On August 23, the Securities and Exchange Commission (SEC) announced that effective October 1, 2021, the fees that public companies and other issuers pay to register their securities with the SEC will be set at $92.70 per...more
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
Over the last few weeks, we have seen a flurry of activity concerning diversity in the boardroom. The Nasdaq Stock Market LLC (Nasdaq) proposed to the Securities and Exchange Commission (SEC) a new diversity rule and proxy...more
On November 17, in response to a formal rulemaking petition that garnered support from nearly 100 public companies, the Securities and Exchange Commission (SEC) issued a final rule amending Regulation S-T and the Electronic...more
12/1/2020
/ Amended Rules ,
Coronavirus/COVID-19 ,
Document Retention Policies ,
E-Signatures ,
EDGAR ,
Electronic Filing ,
Public Notice ,
Publicly-Traded Companies ,
Regulation S-T ,
Relief Measures ,
Securities and Exchange Commission (SEC)
On September 23, the Securities and Exchange Commission (SEC) approved amendments, originally proposed in November 2019 and discussed in a prior blog post, to Rule 14a-8, which governs the process for a shareholder to have...more
Following up on our prior blog post regarding first quarter COVID-19 risk factor disclosure considerations and our prior blog post regarding second quarter COVID-19 risk factor disclosure considerations, we surveyed the risk...more
As public companies continue to navigate the ongoing economic upheaval caused by the COVID-19 pandemic, opportunistic activist investors may find the resulting economic conditions conducive to accumulating significant...more
Earlier this year, the Securities and Exchange Commission (SEC) issued interpretive guidance, effective February 25, 2020, regarding the disclosure of key performance indicators and metrics (KPIs) in Management’s Discussion...more
As calendar-year public companies are beginning to prepare their Quarterly Report on Form 10-Q (Form 10-Q) for their first quarter, the novel coronavirus (COVID-19) pandemic and the related societal and economic impact...more
In a previous blog post, we discussed the availability of virtual shareholder meetings (i.e., “virtual-only” and “hybrid” meetings) as a potential alternative to the traditional in-person meeting during the 2020 proxy season...more
In a previous blog post, we discussed the availability of virtual shareholder meetings (i.e., “virtual-only” and “hybrid” meetings) as a potential alternative to the traditional in-person meeting during the 2020 proxy season...more
3/16/2020
/ Annual Meeting ,
Bylaws ,
Coronavirus/COVID-19 ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders ,
Virtual Meetings
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
At the end of last year, in an enforcement action brought by the Division of Enforcement of the Securities and Exchange Commission (SEC) against ADT Inc. (ADT), reporting companies were reminded that the SEC continues to...more
9/26/2019
/ C&DIs ,
Civil Monetary Penalty ,
Disclosure Requirements ,
EBITDA ,
Enforcement Actions ,
Financial Reporting ,
GAAP ,
Material Misstatements ,
Non-GAAP Financial Measures ,
Omissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Securities Violations
Advance Notice Bylaw Provisions -
A recent Delaware case, Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, highlights the importance of advance notice bylaws and the careful application of the...more
The Staff of the Securities and Exchange Commission (the Staff) issued a Public Statement regarding the probable transition away from the London Inter-bank Offered Rate (LIBOR) after December 31, 2021, as a result of the...more