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Summer 2024 Corporate Communicator

On March 6, 2024, the Securities and Exchange Commission (the “SEC”) adopted final climate disclosure rules (the “Final Rules”)1 to take effect as early as the beginning of the 2025 fiscal year. On April 4, 2024, the SEC...more

Protecting Net Operating Losses and Monitoring Stockholder Accumulation

It is not uncommon for a corporation to have net operating losses ("NOLs") that may be carried forward from year-to-year, and may be used to offset the corporation’s taxable income in future years. A corporation’s ability to...more

Corporate Communicator – SEC Mandates Electronic Filing of “Glossy” Annual Reports

On June 2, 2022, the United States Securities and Exchange Commission (“SEC”) adopted amendments to Exchange Act Rule 14a-3, Form 10-K and Regulation S-T, among others, which mandate that registrants electronically submit to...more

California’s Board and Ethnic Diversity Statutes Declared Unconstitutional

In a ruling on April 1, 2022, a Superior Court in the County of Los Angeles invalidated Assembly Bill 979 (“AB 979”), a California bill requiring increased diversity on public company boards, which was signed into law by...more

Annual Meeting and Proxy Considerations

Location/Format of Annual Meeting. Given the continuing uncertainty surrounding the constantly evolving COVID-19 pandemic situation, an important decision for companies as we head into the proxy season will be the format of...more

Annual Reporting Considerations

COVID-19 Considerations. As companies prepare their annual reports, they should consider refreshing their various disclosures about COVID-19. Particular attention should be given to COVID-19 disclosures in the MD&A, Risk...more

SEC Reporting Update

Amendments to Regulation S-K Items 300. In 2020, the Securities and Exchange Commission (“SEC”) adopted amendments to Items 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), and Item 303...more

SEC Approves Nasdaq’s Board Diversity Rules

On August 6, 2021, the Securities and Exchange Commission (“SEC”) adopted the Nasdaq Stock Market LLC’s (“Nasdaq”) proposed board diversity rule. The rule is intended to encourage greater board diversity by requiring board...more

Annual Meeting and Proxy Considerations

Holding Your Annual Meeting Virtually—Lessons Learned From 2020 - In light of the circumstances surrounding the COVID-19 pandemic, it comes as no surprise that there was a dramatic increase in the number of virtual...more

Recent Developments and Other Considerations

Caremark Developments -- Do You Know What You Don’t Know? In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more

Annual Meeting and Other Considerations

Climate Scorecard. At this point, public companies are keenly aware of the growing emphasis shareholders place on companies’ practices in regard to environmental, social and governance (“ESG”) issues. In furtherance of that...more

Sec and Reporting Update

Disclosure Simplification (New Rules in Place). In March 2019, the Securities and Exchange Commission (“SEC”) adopted certain amendments as part of its continuing efforts to modernize and simplify provisions of Regulation...more

The SEC Publishes Interpretative Guidance Following Initial Transition to Inline XBRL

As a reminder, in June 2018 the SEC adopted new rules relating to its eXtensible Business Reporting Language (“XBRL”) requirements. The new rules require companies to file interactive data in a new format named Inline XBRL....more

Corporate Communicator - Winter 2018-2019

SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more

Corporate Communicator - 2018 Annual Meeting Season

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Corporate Communicator - Fall 2017

Recent changes to Nevada corporate law reaffirm Nevada’s commitment to providing directors and officers with maximum deference in the exercise of their fiduciary duties on behalf of Nevada corporations. Specifically, Nevada...more

Recent Developments with Respect to Conflict Minerals

In the Spring 2017 issue of our Corporate Communicator, we included a brief discussion of the status of the conflict minerals rules contained in Rule 13p-1 of the Securities Exchange Act of 1934, as amended (the “Exchange...more

Corporate Communicator - Winter 2016: 2016 Annual Meeting Season

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Corporate Communicator - Fall 2015: SEC Proposes Rules for the Clawback of Executive Compensation

In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...more

Corporate Communicator - Winter 2015

Dear clients and friends, We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC...more

Corporate Communicator - Summer 2014

Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) added Section 13(p) to the Securities Exchange Act of 1934, as amended (the Exchange Act), mandating that the SEC adopt regulations relating...more

SEC Update

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

Corporate Communicator - Winter 2014

2014 ANNUAL MEETING SEASON - Dear clients and friends, We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy...more

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