On September 27, 2023, the Securities and Exchange Commission (SEC) issued a press release announcing charges against officers, directors and large investors in public companies for failure to timely make Section 16, Schedule...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
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
On March 30, 2022, the U.S. Securities and Exchange Commission’s (SEC) Division of Examinations (the “Division”) released its 2022 examination priorities. The Division announced an enhanced focus on five “significant areas”:...more
The U.S. Securities and Exchange Commission’s (SEC) Division of Examinations (the “Division”), on March 30, 2022, released its 2022 examination priorities (the “Division’s 2022 priorities”), highlighting the “annual...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 November 3, 2021, the U.S. Securities and Exchange Commission (SEC) issued a Staff Legal Bulletin (SLB 14L) limiting the ability of public companies to exclude from proxy statements shareholder proposals that relate to...more
11/9/2021
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
Institutional Shareholder Services (ISS) ,
New Guidance ,
Ordinary Business Exception ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
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
On Wednesday, May 26, 2021, a series of events transpired that could have long-lasting impacts on the energy industry and which seem likely to accelerate that industry’s evolving responses to environmental, social and...more
Gary Gensler, Chair of the U.S. Securities and Exchange Commission (SEC), has asked the Commission staff to consider updates to Rule 10b5-1 in an effort to “address cracks” in the current insider trading regime and otherwise...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
Key Pointss
- Large asset managers like BlackRock and State Street have recently published updates to their proxy voting guidelines primarily focusing on diversity and inclusion and climate risk disclosures.
-...more
Nasdaq has proposed board diversity rules which would require companies to have, or explain why they do not have, at least two diverse directors on their boards and also provide statistical information on board...more
12/4/2020
/ Board of Directors ,
C&DIs ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Proposed Rules ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
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
Institutional Shareholder Services (ISS) recently released the results of its “2018 Governance Principles Survey” and previewed potential changes to it’s 2019 proxy voting policies. Among other things, given input and...more
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
Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis each have released updates to their policies that outline how they will form recommendations to shareholders on how they should vote on governance,...more
Institutional Shareholder Services, Inc. (ISS) employs a lot of very smart people with great intentions, but sometimes, they just need help. ...more