On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules that will require expansive new climate-related disclosures in Form 10-K and Form 20-F annual reports and most registration statements....more
3/14/2024
/ Annual Reports ,
Climate Change ,
Compliance ,
Corporate Executives ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
Form 10-K ,
Form 20-F ,
Greenhouse Gas Emissions ,
Internal Controls ,
Registration Statement ,
Risk Assessment ,
Securities and Exchange Commission (SEC)
The US Securities and Exchange Commission (SEC) adopted amendments that will expand quarterly disclosure of share repurchases in Form 10-Q quarterly reports and Form 10-K annual reports filed by domestic operating companies....more
5/9/2023
/ Amended Rules ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 10-Q ,
Form 20-F ,
Publicly-Traded Companies ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Share Buybacks ,
Stock Repurchases ,
XBRL Filing Requirements
The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our earlier client alert. These rules will require companies that are not...more
12/1/2022
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more
11/2/2022
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
GAAP ,
Incentive Compensation ,
Publicly-Traded Companies ,
Regulation S-K ,
Sarbanes-Oxley ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our recent client alert. These rules will require companies that are not...more
9/16/2022
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Final Rules ,
Pay Ratio ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR)
The U.S. Securities and Exchange Commission (SEC) has adopted final rules that will require significant new disclosures in proxy and information statements about the relationship between executive compensation actually paid...more
The U.S. Securities and Exchange Commission (SEC) has adopted final amendments that, in conjunction with final rules adopted by the Public Company Accounting Oversight Board (PCAOB) earlier this year and the recent...more
12/30/2021
/ Annual Reports ,
Corporate Counsel ,
Disclosure Requirements ,
Final Rules ,
Foreign Corporations ,
Form 10-K ,
Form 20-F ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more
11/24/2021
/ Board of Directors ,
Bylaws ,
Director Nominations ,
Filing Requirements ,
Final Rules ,
New Rules ,
Notice Requirements ,
Proxy Contests ,
Proxy Solicitations ,
Proxy Statements ,
Proxy Voting ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholders ,
Universal Proxy ,
Universal Proxy Cards
The amendments to the definitions of “accredited investor” and “qualified institutional buyer” approved by the Securities and Exchange Commission in late August 2020 have been published in the Federal Register. The amendments...more
The SEC approved amendments to Items 101, 103, and 105 of Regulation S-K in late August, as described in a recent client alert, “SEC Adopts Third Round of Disclosure Modernization.” The amendments were published in the...more
The Securities and Exchange Commission (SEC) has adopted amendments to the definitions of “accredited investor” and “qualified institutional buyer” (QIB). The amendments will expand investor access to private capital markets...more
On July 22, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its proxy rules addressing proxy voting advice provided by proxy advisory firms, such as ISS and Glass Lewis. The amendments were originally...more
7/31/2020
/ Amended Rules ,
Anti-Fraud Provisions ,
Disclosure Requirements ,
Exemptions ,
Final Rules ,
Fund Managers ,
Institutional Shareholder Services (ISS) ,
Investment Adviser ,
Investors ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Solicitation
The Securities and Exchange Commission has adopted final rules that will require companies to include active hyperlinks to exhibits in most registration statements filed under the Securities Act of 1933 and most reports filed...more