The Eighth Circuit has the power to reimpose the stay, either on the same or different terms. Companies affected by the climate rules should continue to monitor the case for further developments....more
On Friday, March 15, 2024, the United States Court of Appeals for the Fifth Circuit issued an administrative stay on the application of the SEC’s new rules regarding climate-related disclosures for investors, which we covered...more
3/20/2024
/ Annual Reports ,
Appeals ,
Climate Change ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
First Amendment ,
Investors ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stays
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules relating to climate-related risks, which are available here. The new rules will require extensive new disclosures, which in turn will require...more
3/11/2024
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted, by a 3-2 vote, final rules regarding the enhancement and standardization of climate-related disclosures...
The final rules are the culmination of...more
The SEC’s recent Rule 10b5-1 rulemaking has drawn attention to its efforts to crack down on illegal trading by corporate insiders. (See our related post here.) But less attention has been paid to part of the rulemaking that...more
• The SEC recently proposed to exempt certain finders from federal requirements to register as a broker -
• Massachusetts regulators are opposed to the relief and retain state remedies for unregistered broker activity...more
On December 18, 2020, the Holding Foreign Companies Accountable Act became law. The new law targets foreign public companies whose financial statements are audited by firms with branches or offices in a foreign country that...more
On December 4, 2020, the SEC brought its first case charging a public company, The Cheesecake Factory, with making misleading disclosures about the effects of COVID-19 on its business operations and financial condition. The...more
12/8/2020
/ Annual Reports ,
Broker-Dealer ,
Compliance ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Corporate Misconduct ,
Disclosure Requirements ,
Employee Training ,
Financial Reporting ,
Financial Statements ,
Form 8-K ,
Insider Trading ,
Investment Adviser ,
Penalties ,
Policies and Procedures ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Just before the close of its fiscal year, the Securities and Exchange Commission (SEC) brought three noteworthy financial reporting cases against issuers that resulted from the agency’s increasingly sophisticated use of...more
The SEC recently amended its disclosure requirements for historical and pro forma financial statements arising from acquisitions and dispositions. While the revisions are fairly technical, overall they should reduce...more
The Nasdaq Stock Market has adopted a new rule, Rule 5635T, intended to provide limited, temporary relief from the requirement to obtain stockholder approval for certain capital-raising transactions during the COVID-19...more
What do Massachusetts public companies need to know now?
Q: WHY WAS AN EMERGENCY ORDER NECESSARY?
A: Section 7.08 of the Massachusetts Business Corporation Act, or MBCA, prohibits public companies incorporated in...more
The SEC has extended the conditional relief it granted earlier this month to allow reporting companies and others to delay certain filings required by the Securities Exchange Act of 1934. The relief originally covered filings...more
As efforts to contain the spread of COVID-19 gain steam, companies may consider whether to hold a virtual annual meeting rather than a traditional in-person meeting.
To that end, the SEC staff has offered public companies...more
Last week Institutional Shareholder Services updated its proxy voting guidelines for annual shareholder meetings to be held on or after February 1, 2020. The updates take a major step forward to advocate greater gender...more
11/20/2019
/ Board of Directors ,
Bylaws ,
Capital Structures ,
Corporate Governance ,
Diversity ,
Equity Plans ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Nominee Directors ,
Pay Gap ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Stock Repurchases ,
Woman Board Members
The SEC’s Division of Corporation Finance recently provided helpful clarity regarding the exclusion of certain shareholder proposals under Rule 14a-8. The guidance, Staff Legal Bulletin No. 14K, relates to the “ordinary...more
10/30/2019
/ Board of Directors ,
Division of Corporate Finance ,
Guidance Update ,
Micromanagement ,
Ordinary Business Exception ,
Proof of Ownership ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholder Votes
Why You and Your Board Need to Adapt to New Forms of Consumer Advocacy -
Public companies are facing heightened expectations with respect to the social and environmental impacts of their business operations. Recent...more
In November, the Delaware Court of Chancery issued a decision that raises troubling questions about commonly used techniques in private company acquisitions and that, if not modified on appeal or through legislation, could...more