Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
1/2/2024
/ 10b5-1 Plans ,
401k ,
Audits ,
Beneficial Owner ,
Clawbacks ,
Climate Change ,
Compliance ,
Cooling-Off Rule ,
Cybersecurity ,
Disclosure Requirements ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Form 10-K ,
Glass Lewis ,
Incentive Compensation ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
NYSE ,
Passive Investments ,
Popular ,
Price Inflation ,
Quarterly Report ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Rule 10D-1 ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Stock Repurchases ,
Supply Chain
Location/Format of Annual Meeting. Given the continuing uncertainty surrounding the constantly evolving COVID-19 pandemic situation, an important decision for companies as we head into the proxy season will be the format of...more
COVID-19 Considerations. As companies prepare their annual reports, they should consider refreshing their various disclosures about COVID-19. Particular attention should be given to COVID-19 disclosures in the MD&A, Risk...more
1/3/2022
/ Coronavirus/COVID-19 ,
Cybersecurity ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Human Capital ,
Labor Shortage ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Supply Chain ,
Supply Shortages
Amendments to Regulation S-K Items 300. In 2020, the Securities and Exchange Commission (“SEC”) adopted amendments to Items 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), and Item 303...more
12/31/2021
/ 10b5-1 Plans ,
Capital Expenditures ,
Climate Change ,
Disclosure Requirements ,
Dodd-Frank ,
Goods or Services ,
Greenhouse Gas Emissions ,
Human Capital ,
MD&A Statements ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
Holding Your Annual Meeting Virtually—Lessons Learned From 2020 -
In light of the circumstances surrounding the COVID-19 pandemic, it comes as no surprise that there was a dramatic increase in the number of virtual...more
12/30/2020
/ Annual Meeting ,
Board of Directors ,
Business Continuity Plans ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity ,
Institutional Shareholder Services (ISS) ,
Lobbying ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Shareholder Proposals ,
Virtual Meetings
With the issues of social justice, systemic racism, bias and inequality drawing heighted attention since George Floyd’s killing, the passage of AB-979 makes California the first state to require public companies with their...more
Caremark Developments -- Do You Know What You Don’t Know?
In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more
1/8/2020
/ Blue Bell Creameries ,
Board of Directors ,
Breach of Duty ,
Caremark claim ,
Corporate Governance ,
DE Supreme Court ,
Institutional Shareholder Services (ISS) ,
New Guidance ,
Proposed Amendments ,
Proxy Statements ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Climate Scorecard. At this point, public companies are keenly aware of the growing emphasis shareholders place on companies’ practices in regard to environmental, social and governance (“ESG”) issues. In furtherance of that...more
1/7/2020
/ Annual Meeting ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Exclusive Forum ,
Gender Equity ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholder Rights
Disclosure Simplification (New Rules in Place). In March 2019, the Securities and Exchange Commission (“SEC”) adopted certain amendments as part of its continuing efforts to modernize and simplify provisions of Regulation...more
1/6/2020
/ Corporate Governance ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Electronic Filing ,
Enforcement Actions ,
Form 10-K ,
GAAP ,
MD&A Statements ,
Mylan Pharmaceuticals ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
Over the years, company websites have become an increasingly important source of information for investors. In the investor relations section of their websites, companies often include, or link to, information regarding...more
SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more
12/26/2018
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Final Rules ,
GAAP ,
MD&A Statements ,
Proposed Amendments ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
SASB ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders ,
Smaller Reporting Companies
On August 17, 2018, the SEC adopted amendments to certain disclosure requirements that it deems to have become “redundant, duplicative, overlapping, outdated, or superseded” given existing SEC disclosure requirements, U.S....more
Dear clients and friends,
We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more
12/27/2017
/ C&DIs ,
Conflict Mineral Rules ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial CHOICE Act ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
NYSE ,
Pay Ratio ,
Proxy Season ,
Proxy Voting Guidelines ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
Dear clients and friends,
We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more
12/23/2016
/ Blue Sky Laws ,
Board of Directors ,
Bylaws ,
Clawbacks ,
Conflict Mineral Rules ,
Director Compensation ,
Directors ,
Diversity ,
Dodd-Frank ,
Financial Industry Regulatory Authority (FINRA) ,
Glass Lewis ,
Golden Leash Arrangements ,
Hedging ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
JOBS Act ,
Nasdaq ,
No-Action Letters ,
Non-GAAP Financial Measures ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Access ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulation A ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Distributions ,
Shareholders ,
Tenure ,
Universal Proxy
Dear clients and friends,
We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more
12/29/2015
/ Audits ,
Board of Directors ,
Clawbacks ,
Conflict Mineral Rules ,
Conflicting Proposals ,
Corporate Governance ,
Corporate Officers ,
FASB ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Notice Requirements ,
NYSE ,
Pay Ratio ,
Pay-for-Performance ,
PCAOB ,
Proxy Access ,
Securities and Exchange Commission (SEC) ,
Shareholders