On December 13, 2022, the SEC’s Division of Corporation Finance updated several Compliance and Disclosure Interpretations addressing the presentation of non-GAAP financial measures, available here. The updates are as...more
On Dec. 5, the Securities and Exchange Commission (SEC) announced that AT&T has agreed to a $6.25 million penalty, resolving charges brought against it under the securities rule known as Regulation Fair Disclosure (Regulation...more
On Dec. 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1, generally in the form issued for comment in January 2022 (replacing the version initially published on Dec. 15, 2021), which we...more
On Oct. 26, the SEC adopted a final rule addressing the obligations of listed issuers or “companies” to recover incentive-based compensation paid to executive officers prior to an accounting restatement. The final rule will...more
Efforts to increase diversity at the top of public companies remain at the forefront of corporate consciousness and governance. As we have previously reported , stakeholder interest in diversified leadership has led to a...more
On Sept. 21, 2022, the Securities and Exchange Commission (SEC) announced that it brought an enforcement action against two executives of Cheetah Mobile, a publicly traded Chinese app developer, for selling the company’s...more
On Aug. 25, 2022, the Securities and Exchange Commission (SEC) adopted a new rule requiring public companies (subject to some notable exceptions, described below) to disclose, in proxy statements and information statements...more
Environment, social and governance (ESG) or “sustainability” factors are criteria that are used to measure a company in a way that is not typically included in the company’s financial statements. For example, ESG can include...more
On June 30, 2022, the U.S. Supreme Court held in West Virginia v. Environmental Protection Agency, 597 U.S. ___ (2022), that the Clean Air Act did not clearly authorize the Environmental Protection Agency (EPA) to create the...more
7/12/2022
/ Air Pollution ,
Clean Air Act ,
Clean Power Plan ,
Climate Change ,
Disclosure Requirements ,
Environmental Policies ,
Environmental Protection Agency (EPA) ,
Greenhouse Gas Emissions ,
Power Plants ,
Regulatory Authority ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
West Virginia v EPA
The first half of 2022 illuminated important trends in the corporate governance space. In recent months, there were notable developments in the enforcement of economic sanctions and export control measures, and the oversight...more
7/5/2022
/ California ,
Corporate Counsel ,
Corporate Governance ,
Cryptocurrency ,
Cybersecurity ,
Department of Justice (DOJ) ,
Environmental Social & Governance (ESG) ,
Equal Protection ,
Export Controls ,
Popular ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
State Constitutions ,
White Collar Crimes
On May 13, the Superior Court of California, County of Los Angeles, issued a verdict following a bench trial that effectively struck down SB 826, a California statute requiring the boards of public corporations based in the...more
On April 28, the Securities and Exchange Commission (SEC) filed a complaint against the Brazilian mining company Vale S.A., alleging that the company made false and misleading statements to investors about the company’s...more
On April 1, 2022, the Superior Court of California, County of Los Angeles, granted a summary judgment motion that effectively struck down AB 979, a California statute requiring the boards of public corporations based in the...more
On March 21, 2022, the Securities and Exchange Commission (SEC) issued for comment proposed rules requiring companies to include climate-related disclosures in their registration statements and periodic reports filed under...more
On Feb. 23, 2022, the European Commission (Commission) announced a proposed Directive on Corporate Sustainability Due Diligence, which would establish uniform EU-wide requirements to foster compliance with certain...more
On March 9, the SEC, by a 3-1 vote, proposed new rules in its most far-reaching effort to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and incident reporting by public...more
On March 15, 2022, President Joe Biden signed the Cyber Incident Reporting for Critical Infrastructure Act (the Act) into law as part of the $1.5 trillion fiscal 2022 omnibus spending package. The Act will create a mandatory...more
As noted in previous client alerts (including here), boardroom diversity continues to be an increasing focus of stakeholders ranging from legislators to institutional investors to retail stockholders. In recent years, their...more
On Feb. 25, 2022, the Securities and Exchange Commission (SEC) proposed several new rules with the goal of increasing transparency around short selling. Rule 13f-2 would require institutional investment managers (Managers)...more
In January, the New York State Assembly and Senate introduced identical bills seeking to impose broad environmental, social and governance (ESG) mandates on the global fashion industry. If passed, the Fashion Sustainability...more
This client alert provides an overview of recent key updates on environmental, social and governance (ESG) matters from the leading proxy advisory firms and major institutional investors. We also address updated guidance by...more
1/28/2022
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD)
Judge William H. Orrick of the Northern District of California recently denied a motion to dismiss the Securities and Exchange Commission’s (SEC’s) first insider trading case charging a defendant with “shadow trading.” The...more
2021 was a busy year for corporate governance matters, with new legislation passed early in the year and new enforcement priorities emerging under the Biden administration. Kramer Levin lawyers published numerous articles...more
1/6/2022
/ Anti-Money Laundering ,
Broker-Dealer ,
Caremark claim ,
Corporate Governance ,
Cybersecurity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Federal Trade Commission (FTC) ,
FinCEN ,
Foreign Corrupt Practices Act (FCPA) ,
Office of Foreign Assets Control (OFAC) ,
Public Comment ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (SEC) has issued for comment two separate but related proposed rule amendments regarding share repurchases and 10b5-1 Plans. The comment period will remain open for 45 days after...more
On Oct. 13, 2021, the U.S. Department of Labor (DOL) proposed amendments to its regulations (the Proposed Rule) that enhance the ability of employee benefit plan fiduciaries to consider climate change and other environmental,...more