In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more
5/16/2025
/ Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Incorporation ,
Institutional Investors ,
Private Equity ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
Spinoffs
Key Points
- Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management.
- Seeking to influence a company’s executive compensation, or...more
5/16/2025
/ Beneficial Owner ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Institutional Investors ,
Investors ,
New Guidance ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Stakeholder Engagement
Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 2, 2025.1
The conflict minerals disclosure rules and related guidance have remained at a...more
5/7/2025
/ Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Due Diligence ,
Environmental Social & Governance (ESG) ,
Filing Deadlines ,
Form SD ,
Mining ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Supply Chain
As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more
When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more
3/6/2025
/ Board of Directors ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Equity Compensation ,
Foreign Investment ,
Insider Trading ,
Proxy Season ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders
The designation of SEC Commissioner Mark Uyeda as the Acting Chair of the U.S. Securities and Exchange Commission (SEC) on January 21, 2025, has resulted in a number of key policy developments. These developments, which we...more
Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more
12/11/2024
/ Annual Meeting ,
Board of Directors ,
Capital Markets ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Deadlines ,
Financial Regulatory Reform ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
Securities and Exchange Commission (SEC) reporting companies with fiscal years ending December 31 that engage in the commercial development of oil, natural gas or minerals are required to file a Form SD with the SEC by...more
The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions...more
4/10/2024
/ Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below:
- SEC Proxy Filing Requirements
- Proxy Statement Disclosures...more
On March 6, 2024, the Securities and Exchange Commission (SEC) voted 3-2 to adopt new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. While the final rules are...more
3/11/2024
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
12/13/2023
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Business Entities ,
Business Ownership ,
CEOs ,
CFOs ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Deadlines ,
Financial Regulatory Reform ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Stock Repurchases
During periods of market turmoil and declining stock prices, companies may be tempted or pressured to delist and deregister their shares. This process is often referred to as “going dark.” Given the poor performance of...more
Short sellers make their money by publishing information that attacks a company in order to drive down its share price. How can a company prepare? And what should it not do in the face of a short attack? We offer some tips in...more
9/7/2023
/ Acquisitions ,
Anti-Competitive ,
Antitrust Division ,
Board of Directors ,
Corporate Governance ,
Delisting ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Federal Trade Commission (FTC) ,
Foreign Subsidies ,
Horizontal Merger Guidelines ,
Internal Investigations ,
Mergers ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Sellers ,
Share Buybacks ,
Shareholders ,
Short Selling ,
UK
On August 25, 2023, the staff of the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued guidance to address certain open questions on the amendments to Rule 10b5-1 and related disclosure...more
9/5/2023
/ 10b5-1 Plans ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Publicly-Traded Companies ,
Regulation S-K ,
Required Forms ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Options
On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) voted 3-2 to adopt final rules that are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and...more
7/28/2023
/ Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
New Rules ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC)
On May 3, 2023, the U.S. Securities and Exchange Commission adopted rule amendments requiring enhanced disclosures pertaining to issuers’ repurchases of equity securities. The new rules, prompted by a perception that some...more