Most director resignations are routine affairs, but that was not the case with a recent and very public director resignation. This resignation and others like it may serve as a cautionary tale for any board. In this week’s...more
With evolving regulations and emerging risks—including tariffs, DEI-related controversies, and cybersecurity concerns—some public companies are refining their approach to assessing and updating risk factor disclosures. Beyond...more
Corporate boards continue to find themselves the subject of scrutiny by plaintiffs’ attorneys alleging violations of fiduciary duties—specifically as a function of a lack of independence—after a significant board decision....more
A recent enforcement action by the Securities and Exchange Commission (SEC) highlights the risks companies face when public disclosures may be viewed as misleading or fail to account for updated information....more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to significantly expand the scope of climate-related information in their registration statements and...more
One notable feature of the stock market in 2024 is the number of public companies announcing share buybacks and the expectation that this trend will continue. While share buybacks are generally well-received by investors,...more
California recently enacted three climate-related disclosure laws that require impacted companies, both public and private, to engage in more reporting about their greenhouse gas emissions, use of carbon offsets, and...more
In part one of this two-part series, I reviewed what earnings management is (and isn’t) and went through a few examples of earnings-management-related actions brought by the Securities and Exchange Commission (SEC). In this...more
Fewer public companies are allowing insiders, including directors and officers, to hedge and/or pledge their shares. These days, insider trading policies will typically include a section covering these practices and either...more
On March 21, 2022, the Securities and Exchange Commission (“SEC”) proposed rule amendments (the “Proposed Rules”) that would require most US public companies and foreign private issuers to include certain climate-related...more
Sometimes it turns out that an authorized speaker for your public company (e.g., CEO, CFO, or head of investor relations) has selectively shared nonpublic information with analysts or investors that he or she thought was...more