In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
1/19/2024
/ Amended Forms ,
Board of Directors ,
Clawbacks ,
Corporate Governance ,
Corporate Officers ,
Cybersecurity ,
Disclosure Requirements ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Insider Trading ,
Nasdaq ,
New Guidance ,
NYSE ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Required Forms ,
Risk Assessment ,
Securities and Exchange Commission (SEC)
The North Carolina General Assembly voted yesterday, June 23, 2020, in overwhelmingly bipartisan fashion to expand the immunity protections that it created last month in response to the COVID-19 Pandemic. House Bill 118 (HB...more
The North Carolina General Assembly enacted the COVID-19 Recovery Act (SB 704 “An Act to Provide Aid to North Carolinians in Response to the Coronavirus Disease 2019 (COVID-19) Crisis”) on May 2, 2020. The legislation...more
During the coronavirus (COVID-19) Global Pandemic, we have been engaged by clients faced with the threat of multiple competing orders at the state, county and city levels. Because of the Pandemic, each level of authority is...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more
On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release to assist public companies in complying with the SEC’s pay ratio rule. The SEC’s interpretive release emphasized the...more
10/9/2017
/ CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Item 402 ,
Median Employee ,
Pay Ratio ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling
Effective July 10, 2017, the U.S. Securities and Exchange Commission will review draft registration statements for initial public offerings and follow-on offerings within the first year of initial registration on a nonpublic...more
On March 1, 2017, the Securities and Exchange Commission (SEC) took a number of actions that will impact the filings that public companies make on EDGAR:
..Exhibit Hyperlinks: The SEC adopted final rules that require...more
On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more
7/29/2016
/ Board of Directors ,
Conflicts of Interest ,
Directors ,
Disclosure Requirements ,
Fiduciary Duty ,
Form 10-K ,
Golden Leash Arrangements ,
Listing Standards ,
Nasdaq ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission (SEC) has adopted a final pay ratio rule that implements Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) nearly two years...more
Current Delaware law permits a Delaware corporation to adopt a bylaw specifying an exclusive forum other than Delaware to litigate intra-corporate disputes, so long as there is a logical connection between the forum selected...more
In a closely-watched case with implications for corporations across the nation, Chancellor Andre Bouchard of the Delaware Court of Chancery has issued an opinion enforcing a forum-selection bylaw that requires intra-corporate...more
“Given the significant cyber-attacks that are occurring with disturbing frequency, and the mounting evidence that companies of all shapes and sizes are increasingly under a constant threat of potentially disastrous...more
In mid-December, the Securities and Exchange Commission (SEC) voted to propose rules updating the framework to the existing Regulation A offering. The rules would implement new Section 3(b)(2) of the Securities Act of 1933,...more
This past January, the Securities and Exchange Commission (the SEC) approved new corporate governance listing rules proposed by each of the New York Stock Exchange (the NYSE) and the Nasdaq Stock Market (the NASDAQ) pursuant...more
On April 2, 2013, the U.S. Securities and Exchange Commission (the “SEC”) issued a Report of Investigation (the “Social Media Report”) clarifying that a company subject to Regulation Fair Disclosure (“Regulation FD”) may use...more