For the 2025 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and updates in...more
The first year of a new significant regulatory obligation is often more notable for the absence of regulatory enforcement actions as regulators often observe compliance efforts and challenges, offer guidance, and look for...more
1/7/2025
/ Chief Information Security Officer (CISO) ,
Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement ,
Form 10-K ,
Form 8-K ,
Materiality ,
NIST ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC)
Nearly two years after the SEC released proposed rules regarding the standardization of climate-related disclosures, and after more than 24,000 public comments, the SEC adopted the Final Rules by a 3-2 vote on March 6. The...more
4/1/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more
12/6/2023
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
A federal appeals court has directed the Securities and Exchange Commission (SEC) to rework certain regulatory amendments, adopted in May 2023, requiring public companies to provide enhanced disclosures on repurchases of...more
11/10/2023
/ Amended Regulation ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Repurchase Agreements ,
Repurchases ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases
In July 2023, the SEC adopted new cybersecurity rules for the stated purpose of enhancing and standardizing disclosures regarding cybersecurity risk management, strategy, governance and incidents by public companies. The...more
10/27/2023
/ Compliance ,
Compliance Dates ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Materiality ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the Securities and Exchange Commission (SEC) to direct national securities exchanges to prohibit the listing of issuers that do not develop and...more
6/16/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Popular ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Time Extensions
On Dec. 14, 2022, the SEC voted to adopt amendments to Rule 10b5-1 and to enhance disclosure requirements, in an attempt to establish meaningful guardrails around the use of Rule 10b5-1 trading plans and strengthen...more
12/20/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Equity Securities ,
Insider Trading ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more
12/15/2022
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Requirements ,
Human Capital ,
MD&A Statements ,
Proposed Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission (SEC) issued a release on Oct. 7, 2022 (Release No. 33-11117, the “Release”) indicating that it was reopening comment periods for 11 proposed rules and a request for comment....more
On Aug. 6, 2021, the U.S. Securities and Exchange Commission (SEC) approved The Nasdaq Stock Market LLC’s (Nasdaq) proposal, as amended, to implement diversity requirements for companies listed on the Nasdaq exchanges. In a...more
On Dec. 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved a proposed change to the New York Stock Exchange (NYSE) listing rules that will allow a company, at the time of its initial listing on the NYSE, to...more
On Dec. 1, 2020, The Nasdaq Stock Market LLC (Nasdaq) submitted a proposal to the U.S. Securities and Exchange Commission (SEC) to require a company listed on its exchanges, with some exceptions, to (a) have at least two...more
On Nov. 19, the U.S. Securities and Exchange Commission (SEC) adopted final amendments, available here, to Regulation S-K, and related rules and forms, to further “modernize, simplify and enhance” certain financial disclosure...more
On June 23, 2020, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (CorpFin) issued CF Disclosure Guidance Topic No. 9A, which supplements its earlier COVID-19-related guidance to provide...more
On June 23, 2020, the U.S. Securities and Exchange Commission’s Office of the Chief Accountant (OCA) issued a statement on the continued importance of high-quality financial reporting in light of the significant impacts of...more
In response to the current market conditions caused by the ongoing spread of COVID-19, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) have each effected rule changes in the past week that temporarily...more
The Business Roundtable Statement on the Purpose of a Corporation and the annual CEO letter penned by BlackRock Chairman and Chief Executive Officer Larry Fink made waves in the discourse on good corporate governance when...more
- What are the board’s duties?
- How should management keep the board informed?
- What are the critical topics and best practices for crisis management?...more
Speakers will review best practices for planning, conducting and keeping records of meetings of the board of directors, and will provide guidance under Delaware and Ohio law on how directors can demonstrate that they have...more
As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more
1/27/2017
/ Clawbacks ,
Conflict Mineral Rules ,
Corporate Governance ,
Directors ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
No-Action Relief ,
Pay Ratio ,
Proxy Access ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulation S-K ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Universal Proxy Cards
Late last month, Institutional Shareholder Services Inc. (ISS) reported its updates and enhancements to Governance QuickScore, its governance risk assessment tool, which will be used to score public companies during the 2014...more