In anticipation of the upcoming reporting season, we highlight rule changes, guidance, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2021.
During 2020, the U.S....more
12/8/2020
/ Annual Meeting ,
Annual Reports ,
Board of Directors ,
CD&A ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
Diversity ,
E-Signatures ,
Enforcement Actions ,
Form 10-K ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Item 103 ,
Item 105 ,
Key Performance Indicators (KPIs) ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Questionnaires ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
The following update highlights recent corporate governance hot topics and trends for directors of public companies.
Board Oversight of Mission-Critical Risks -
In June 2019, the Delaware Supreme Court allowed a Caremark...more
8/25/2019
/ Board of Directors ,
Caremark claim ,
Corporate Governance ,
DE Supreme Court ,
Disclosure Requirements ,
Diversity ,
Dodd-Frank ,
Duty of Loyalty ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Financial Reporting ,
Internal Controls ,
Oversight Duties ,
Popular ,
Regulation S-K ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation
The Securities and Exchange Commission recently issued new guidance to help companies prepare their pay ratio disclosures that provides some relief for companies—and further validates that these rules are highly unlikely to...more
10/4/2017
/ C&DIs ,
CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Independent Contractors ,
Median Employee ,
New Guidance ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling
Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more
12/1/2016
/ Annual Meeting ,
C&DIs ,
CalPERS ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Form 10-K ,
Glass Lewis ,
Golden Leash Arrangements ,
Institutional Shareholder Services (ISS) ,
Iran ,
Joint Comprehensive Plan of Action (JCPOA) ,
Non-GAAP Financial Measures ,
Pay Ratio ,
PCAOB ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulation G ,
Regulation S-K ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards
The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more
8/3/2015
/ Clawbacks ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Federal Register ,
Foreign Private Issuers ,
Form 10-K ,
Incentive Compensation ,
Regulation S-K ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders ,
Stock Appreciation Rights ,
Stock Exchange ,
Stocks