In connection with the upcoming Form 10-K/proxy season, public companies with a fiscal year ending on December 31 will be required, for the first time, to publicly file their insider trading policies as exhibits to their...more
9/13/2024
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In a never ending saga to the climate disclosure rules, on March 15, the Fifth Circuit temporarily stayed the recently adopted climate change disclosure rules....more
3/19/2024
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Securities Regulation
After almost two years following its proposed rules, on March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules to require public companies to disclose certain climate-related information in...more
3/8/2024
/ Climate Change ,
Corporate Governance ,
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Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulatory Agenda ,
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Securities and Exchange Commission (SEC) ,
Securities Regulation
On October 18, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting to “require market participants to provide more timely information on their positions...more
On November 22, the Securities and Exchange Commission (SEC) stayed the recently enacted Share Repurchase Disclosure Modernization Rule (Repurchase Disclosure Rule) pursuant to section 705 of the Administrative Procedure Act...more
Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more
11/28/2023
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Universal Proxy ,
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Recently, the State of California enacted Assembly Bill 1305: the Voluntary Carbon Market Disclosures Act (AB 1305), which requires companies, under certain circumstances, to make website disclosures of certain information...more
Over the weekend, California Governor Gavin Newsom signed into law two major climate-related disclosure bills, Senate Bill 253: Climate Corporate Data Accountability Act (SB 253) and Senate Bill 261: Greenhouse Gases:...more
10/11/2023
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On July 26, the Securities and Exchange Commission (SEC), by a 3-2 vote, adopted final rules intended to enhance public companies’ disclosures regarding (1) cybersecurity incidents through a new required current report item...more
8/1/2023
/ Corporate Governance ,
Cyber Attacks ,
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XBRL Filing Requirements
On June 9, 2023, the Securities and Exchange Commission (SEC) approved proposed amendments of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) to their respective listing standards to implement the...more
7/5/2023
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Securities and Exchange Commission (SEC)
We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked...more
A wide array of developments have significantly increased the focus by public companies on board and board committee oversight of environmental, social, and governance (ESG) issues in recent years. These developments have...more
Institutional investors and proxy advisory firms continue developing and refining their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more
5/5/2022
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Corporate Governance ,
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In light of the increasing level of investor and Securities and Exchange Commission (SEC) focus on environmental, social and governance (ESG) disclosure matters and the associated increase in the scope of ESG disclosures...more
Institutional investors and proxy advisory firms continue to develop and refine their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more
3/26/2021
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Corporate Governance ,
Disclosure ,
Diversity ,
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Institutional Investors ,
Investment Adviser ,
Policies and Procedures ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
Following up on our prior blog post regarding 2020 first quarter COVID-19 adjustments in connection with the presentation of non-GAAP financial measures, we surveyed 102 S&P 500 companies who presented Adjusted EBITDA in...more
On November 17, 2020, the Securities and Exchange Commission (SEC) adopted rules (which are now effective) permitting electronic signatures for SEC filings, provided that certain procedures are followed. There are potential...more
Following up on our prior blog post regarding first quarter COVID-19 risk factor disclosure considerations and our prior blog post regarding second quarter COVID-19 risk factor disclosure considerations, we surveyed the risk...more
Earlier this year, the Securities and Exchange Commission (SEC) issued interpretive guidance, effective February 25, 2020, regarding the disclosure of key performance indicators and metrics (KPIs) in Management’s Discussion...more
In a first-quarter (for calendar year-end companies) SEC disclosure landscape dominated by COVID-19 considerations, almost all public companies included a new risk factor addressing COVID-19 in their first quarter Form 10-Q....more
BLUEPRINT FOR AN IPO -
An initial public offering (IPO) is a transaction in which a company’s securities are offered to the public for the first time. Companies go public to raise capital to fuel growth, pay down debt, and...more
On May 21, the SEC finalized amendments to its rules and forms revising the disclosure requirements for financial statements relating to acquisitions and dispositions of businesses, which were adopted in substantially the...more
One of the key areas of disclosure focus for the Securities and Exchange Commission (SEC) following the emergence of the COVID-19 pandemic was the impact that the pandemic might have on the presentation of non-GAAP financial...more
In a previous blog post, we discussed certain high-level considerations for first-quarter 2020 earnings releases and guidance in the context of the macroeconomic uncertainty brought about by the novel coronavirus (COVID-19)...more
The Securities Exchange Commission (SEC) recently issued interpretive guidance, effective February 25, 2020, regarding the disclosure of key performance indicators and metrics (KPIs) in Management’s Discussion and Analysis of...more