In a widely anticipated move, the U.S. Securities and Exchange Commission (SEC) has announced that it will no longer defend the agency’s climate disclosure rule issued during the Biden administration. The disclosure rule...more
3/28/2025
/ Biden Administration ,
Climate Change ,
Corporate Counsel ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On March 20, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued a set of Compliance & Disclosure Interpretations (C&DIs). In particular, SEC staff revised or withdrew several C&DIs to allow all Form S-3s,...more
On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more
3/17/2025
/ Accredited Investors ,
Capital Markets ,
Compliance ,
Disclosure Requirements ,
Investment ,
Investors ,
Private Equity Funds ,
Regulation D ,
Safe Harbors ,
Securities Act ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 6, 2025, the U.S. Securities and Exchange Commission (SEC) published (1) a revised Compliance and Disclosure Interpretation (C&DI) regarding lock-up agreements in business combinations and (2) five new C&DIs...more
In March 2025, the U.S. Securities and Exchange Commission (SEC) announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review. The SEC’s Division of...more
Earlier this week, Mark Uyeda, the Acting Chairman of the U.S. Securities and Exchange Commission (SEC), began the process of unwinding that agency’s final climate disclosure rule enacted during the Biden administration. In a...more
On December 11, 2024, the U.S. Court of Appeals for the 5th Circuit, sitting en banc, ruled that The Nasdaq Stock Market LLC (Nasdaq) cannot enforce previously adopted listing rules requiring Nasdaq-listed companies to have...more
Key Points - On Wednesday, March 6, 2024, the SEC in a 3-2 vote adopted “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (Final Rule). The Final Rule will require public companies to...more
3/12/2024
/ Annual Reports ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
Greenhouse Gas Emissions ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Transparency
Akin’s newsletter on environmental, social and corporate governance (ESG) policy and regulatory developments, provides a timely digest of ESG topics, news items and other relevant information regarding significant ESG policy...more
3/7/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Final Rules ,
Greenhouse Gas Emissions ,
Policy Updates ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
UNFCCC
The Securities and Exchange Commission (SEC) recently adopted final rules (available here; also see the fact sheet and press release) representing significant changes to special purpose acquisition companies (SPACs), shell...more
As discussed in our prior publication (found here), the Securities and Exchange Commission (SEC) adopted amendments on December 14, 2022, regarding Rule 10b5-1 insider trading plans and related disclosures. On May 25, 2023,...more
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments requiring disclosure related to issuers’ share repurchases. Item 703 of Regulation S-K currently requires issuers to disclose information about...more
5/10/2023
/ Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Repurchase Agreements ,
Repurchases ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases
Key Points -
On February 3, 2023, Activision Blizzard settled charges with the SEC, agreeing to pay $35 million to resolve novel claims that the company failed to maintain adequate disclosure controls to track workplace...more
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments regarding Rule 10b5-1 insider trading plans and related disclosures. The amendments aim to strengthen investor protections concerning...more
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the “clawback” provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act....more
Recent rulings in the United States and overseas, coupled with the Securities and Exchange Commission’s (SEC) recently proposed disclosure rules covering climate-risk disclosures, underscore the attention boards of directors...more
2021: ESG On Center Stage -
As we approach the end of a watershed year, we are struck by the rapid evolution and intensification of all things ESG (environmental, social and governance). Virtually every segment of the...more
1/7/2022
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Sustainability ,
UNFCCC
On Thursday, November 4, proxy advisory firm Institutional Shareholder Services (ISS) launched an open comment period on 16 proposed policy changes. The request for comment grouped the proposed changes within five general...more
11/9/2021
/ Climate Change ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
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) ,
Voting Rights
On Friday, August 6, 2021, the U.S. Securities and Exchange Commission (SEC) issued an order (the “Order”) approving certain rule changes proposed by The Nasdaq Stock Market LLC (“Nasdaq”), which will require companies listed...more
In a speech last week before the Principles for Responsible Investment’s “Climate and Global Financial Markets” Webinar, the Securities and Exchange Commission’s (SEC) Chair Gary Gensler made another case for mandatory...more
The Securities and Exchange Commission (SEC) continued to build on its climate and environmental, social and governance (ESG) agenda last week. On March 3, the SEC’s Division of Examinations announced the release of its 2021...more
On February 24, 2021, Acting Securities and Exchange Commission (SEC) Chair Allison Herren Lee issued a statement directing the Division of Corporation Finance to “enhance its focus on climate-related disclosure in public...more
Board Diversity: A Reflection on Improvement and a Look Ahead for the Coming Decade -
In the second half of this decade, diversity and inclusion rose to the forefront of top priorities for many companies. Due to evolving...more
2/6/2020
/ Board of Directors ,
Corporate Culture ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Minorities ,
Publicly-Traded Companies ,
Quotas ,
Regulation S-K ,
Reporting Requirements ,
Secretary of State ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
1. Corporate Culture -
The corporate culture of a company starts at the top, with the board of directors, and directors should be attuned not only to the company’s business, but also to its people and values across the...more
12/19/2018
/ #MeToo ,
Board of Directors ,
Corporate Culture ,
Corporate Social Responsibility ,
Corporate Strategy ,
Cyber Threats ,
Cybersecurity ,
Data Breach ,
Data Privacy ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Diversity ,
Enforcement Actions ,
General Elections ,
Popular ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment ,
Shareholder Activism ,
Strategic Planning ,
Tax Cuts and Jobs Act ,
Trump Administration
Beginning in 2018, U.S. public companies will generally need to comply with the pay ratio disclosure rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires that each such company disclose the...more
10/2/2017
/ CEOs ,
Disclosure Requirements ,
Division of Corporate Finance ,
Dodd-Frank ,
Executive Compensation ,
Guidance Update ,
Independent Contractors ,
Leased Employees ,
Median Employee ,
Pay Ratio ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Wall Street