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SEC Settles Charges with Keurig Over ESG Disclosures

On September 10, 2024, the SEC settled charges against Keurig for "incomplete and inaccurate" ESG disclosures about the recyclability of Keurig's K-Cup pods, signaling a continued focus on environmental-related disclosures...more

Under Pressure—Rethinking Board Practices - A Jones Day Governance Perspective.

The Situation: Boards of directors face increasingly intense workloads, pressure to respond to developments in real time, and exposure to a higher level of legal risk than ever before....more

Match.com's Divorce: Delaware Supreme Court Decides Standard of Review for Controlling Stockholder Transactions

The Situation: When the Delaware Supreme Court decided Kahn v. M&F Worldwide Corp. (MFW) in 2014 (88 A.3d 635 (Del. 2014)), it provided a pathway for business judgment review for "freeze-out" merger transactions involving...more

SEC Adopts Amendments to the Beneficial Ownership Rules

In Short - The Background: On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the rules that govern beneficial ownership reporting for investors, marking the first update to...more

Who, What, When: The Impact of the EU CSRD on Non-EU Companies

The EU’s Corporate Sustainability Reporting Directive (“CSRD”) requires the most detailed and onerous ESG reporting and disclosures anywhere in the world. All told, it is estimated that more than 50,000 companies, including...more

Consultation Conclusions on Proposed Amendments to Enforcement-Related Provisions of Hong Kong's SFO

On 8 August 2023, the Securities and Futures Commission of Hong Kong ("SFC") published consultation conclusions on proposed amendments to enforcement-related provisions of the Securities and Futures Ordinance ("SFO")....more

Amendments to Hong Kong Listing Rules Relating to PRC Issuers

The Hong Kong Listing Rule amendments relating to People's Republic of China ("PRC") issuers came into effect on August 1, 2023....more

Hong Kong's New Paperless Listing Regime

In Short - The Situation: In the past few years, the Stock Exchange of Hong Kong Limited (the "Stock Exchange") has taken initiatives to introduce a paperless listing regime and make changes to documentary requirements. ...more

SEC Adopts Final Rules Regarding Share Repurchases and Related Disclosures

On May 3, 2023, the Securities and Exchange Commission adopted final rules regarding public company issuers' share repurchases and Rule 10b5-1 trading plans. Although the final rules are not as burdensome as the proposed...more

The Silicon Valley Bank Failure: Cash Management and Risk Oversight

In Short - The Background: The recent failure of Silicon Valley Bank, the second-largest bank failure in U.S. history, temporarily paralyzed start-ups, public companies, venture firms, private equity firms, and portfolio...more

SEC Adopts Final Rules Regarding Rule 10b5-1 Trading Plans and Related Disclosures

In Short - The Situation: On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted final rules that significantly alter the ways in which directors and officers adopt and utilize Rule 10b5-1 plans and...more

The European Parliament Adopts New Sustainability Reporting Rules

The European Parliament has adopted the near-final version of the Corporate Sustainability Reporting Directive under which European Union ("EU") companies (including non-EU companies with substantial business activity in the...more

SEC Adopts Final Dodd-Frank Act Clawback Rules

The Securities and Exchange Commission has issued final rules under which the national securities exchanges and associations will require listed issuers to adopt and operate accounting restatement-based clawback policies that...more

SEC Adopts Final Dodd-Frank Act Clawback Rules: An A-to-Z Explanation

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, on October 26, 2022, the Securities and Exchange Commission adopted final rules directing the national securities exchanges and national...more

SEC Adopts Pay Versus Performance Disclosure Rules

As required by the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Securities and Exchange Commission (the "SEC") has adopted final rules requiring most public companies to present...more

Delaware Authorizes 102(b)(7) Exculpation of Senior Officers

In Short - The Situation: Until now, Delaware corporations could eliminate or limit monetary liability for breaches of the duty of care only by directors—but not officers. ...more

SEC Adopts Mandatory Electronic Filing for Form 144

IN SHORT - The Situation: The Securities and Exchange Commission ("SEC") adopted amendments that will mandate the electronic submission of certain documents, including Form 144, the form filed by insiders in connection...more

Recent Motion-to-Dismiss Decisions Underscore Uncertain Litigation Prospects for SPAC Participants

The use of SPACs to take companies public increased dramatically in recent years, but many of these new companies performed poorly after entering the public capital markets. This poor performance, often accompanied by...more

Eliminating Significant Gotchas: Sustainability Report Edition

For many companies, summer is the time when they prepare and publish Sustainability Reports, which report on efforts with respect to environmental, social, and governance initiatives. Other companies may have already...more

SEC Climate Rules Will Significantly Impact Foreign Private Issuers

As discussed in Jones Day's March 2022 Alert, the SEC has proposed climate-related disclosure rules. If adopted as proposed, the Proposed Rules would depart from the SEC's historical regulation of SEC-reporting FPIs, which...more

The SEC's New Proposed SPAC Rules: Death Knell or Much-Needed Guidance?

In 2020 and the first quarter of 2021, the use of special purpose acquisition companies ("SPACs") as a means of taking companies public grew exponentially. SPAC IPOs raised a total of more than $160 billion in that five...more

SEC Releases Proposed Rule on Climate Risk Disclosure

On March 21, 2022, the Securities and Exchange Commission ("SEC") voted 3–1 to propose amendments to Regulations S-K and S-X that would require registrants to provide certain climate-related information in their registration...more

SEC Proposes Amendments Regarding Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure

As part of the SEC's broader rulemaking initiative, on March 9, 2022, the SEC proposed amendments to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...more

Delaware Redemption Actions—A New Frontier in SPAC Litigation?

The Delaware Court of Chancery's application of the "entire fairness" standard in In re MultiPlan Stockholders Litigation is an important development for SPACs incorporated in Delaware, and it could result in more...more

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