Explore the unique considerations for mergers and acquisitions in the AI sector, the return of IPOs, the implications of new Supreme Court decisions and other developments in this edition of Skadden’s quarterly Insights....more
6/27/2024
/ Acquisitions ,
Antitrust Provisions ,
Banking Sector ,
Capital Markets ,
Consumer Financial Products ,
Consumer Protection Laws ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
EU ,
Executive Compensation ,
Federal Trade Commission (FTC) ,
Financial Services Industry ,
FinTech ,
Food and Drug Administration (FDA) ,
Intellectual Property Protection ,
Life Sciences ,
Mergers ,
Private Equity ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Technology
Shareholder proposals submitted for 2024 annual meetings continued to cover a wide range of environmental, social and governance (ESG) topics. And companies seeking to exclude shareholder proposals they deemed inappropriate...more
Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more
5/21/2024
/ Acquisitions ,
Antitrust Provisions ,
Artificial Intelligence ,
Capital Markets ,
Climate Change ,
Competition ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Services Industry ,
Machine Learning ,
Mergers ,
New Rules ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Spinoffs ,
Tax-Free Spin-Offs ,
Taxation ,
Technology ,
White Collar Crimes
On March 6, 2024, the SEC adopted new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. As anticipated, the rules are facing multiple legal challenges, which have...more
5/20/2024
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Directors ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions...more
4/10/2024
/ Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below:
- SEC Proxy Filing Requirements
- Proxy Statement Disclosures...more
On March 6, 2024, the Securities and Exchange Commission (SEC) voted 3-2 to adopt new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. While the final rules are...more
3/11/2024
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On August 25, 2023, the staff of the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued guidance to address certain open questions on the amendments to Rule 10b5-1 and related disclosure...more
9/5/2023
/ 10b5-1 Plans ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Publicly-Traded Companies ,
Regulation S-K ,
Required Forms ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Options
On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) voted 3-2 to adopt final rules that are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and...more
7/28/2023
/ Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
New Rules ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC)
As predicted in our February 1, 2023, client alert, “ESG in 2022 and Predictions for 2023,” a global economic slowdown and ongoing backlash in the U.S. have slowed the momentum of some aspects of the environmental, social and...more
7/18/2023
/ Activist Investors ,
Biodiversity ,
Competition ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Markets ,
Financial Reporting ,
Financial Services Industry ,
Green Energy ,
Investment ,
Investors ,
Legislative Agendas ,
Popular ,
Regulatory Agenda ,
Remuneration ,
Sustainability ,
UK
Following a tumultuous 2022 shareholder proposal no-action letter season, the 2023 season contained fewer surprises from the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission...more
This edition of Skadden’s quarterly Insights looks at the latest trends in shareholder activism, the scrutiny companies are facing over their ESG disclosures and employment considerations for using AI in the workplace, among...more
6/27/2023
/ Acquisitions ,
Activist Investors ,
Anti-Discrimination Policies ,
Anti-Money Laundering ,
Artificial Intelligence ,
Capital Markets ,
Confidential Information ,
Corporate Governance ,
Corporate Restructuring ,
Cryptoassets ,
Cryptocurrency ,
Disclosure ,
Employer Liability Issues ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Institutions ,
Member State ,
Mergers ,
New Rules ,
No-Action Requests ,
Private Equity ,
Proxy Season ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholders ,
Technology ,
UK
On May 3, 2023, the U.S. Securities and Exchange Commission adopted rule amendments requiring enhanced disclosures pertaining to issuers’ repurchases of equity securities. The new rules, prompted by a perception that some...more
SEC Proxy Filing Requirements -
File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more
3/20/2023
/ Corporate Governance ,
Disclosure Requirements ,
Diversity ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Filing Requirements ,
Nasdaq ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards
In the current environment, tax-free spinoffs may be the best option for companies focusing their business lines, we explain in this issue of The Informed Board. Spin-offs do not depend on third parties, and they preserve...more
2/20/2023
/ Activist Investors ,
Board of Directors ,
Corporate Culture ,
Corporate Governance ,
Disclosure ,
Environmental Social & Governance (ESG) ,
EU ,
Insider Trading ,
Multinationals ,
Proxy Voting ,
Securities and Exchange Commission (SEC) ,
Self-Evaluations ,
Shareholders
Following another year of increasing focus on environmental, social and governance (ESG) considerations by companies, investors and regulators alike, ESG appears to have cemented its position in the corporate landscape...more
2/2/2023
/ Business Plans ,
Business Strategies ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Green Energy ,
Legislative Agendas ,
Policies and Procedures ,
Regulatory Agenda ,
Sustainability ,
Sustainable Finance
On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements intended to address what it perceives may be abusive practices relating to Rule 10b5-1 trading...more
12/23/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Disclosure Requirements ,
Insider Trading ,
Policies and Procedures ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As companies grapple with the business challenges that rising interest rates and an uncertain economic outlook present, there are the inevitable questions about whether companies should worry less about environmental, social...more
12/20/2022
/ Board of Directors ,
Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure ,
Diversity and Inclusion Standards (D&I) ,
Employees ,
Environmental Social & Governance (ESG) ,
Investors ,
Shareholder Proposals ,
Shareholders
The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more
12/14/2022
/ Acquisitions ,
Anti-Corruption ,
Antitrust Division ,
Banking Sector ,
Big Tech ,
Board of Directors ,
Bonds ,
Borrowers ,
Capital Markets ,
Capital Raising ,
China ,
Climate Change ,
Convertible Notes ,
Corporate Counsel ,
Corporate Governance ,
Corporate Restructuring ,
Creditors ,
Cross-Border ,
Cryptocurrency ,
Digital Assets ,
Due Diligence ,
Economic Sanctions ,
Enforcement ,
Environmental Social & Governance (ESG) ,
EU ,
Executive Compensation ,
Financial Services Industry ,
Forum Selection ,
Investigations ,
IRS ,
Lenders ,
Mergers ,
Money Laundering ,
Partnerships ,
Publicly-Traded Companies ,
Recessions ,
Repurchases ,
Russia ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Taxation ,
Technology ,
UK ,
Vertical Mergers
On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more
12/8/2022
/ Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Investment ,
New Rules ,
Overboarding ,
Popular ,
Proxy Season ,
Proxy Voting ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
Environmental, social and governance (ESG) considerations continued to play a key role in the first six months of 2022, with geopolitical circumstances resulting in a reexamination of a number of ESG beliefs. In our 11...more
On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to the proxy rules that would narrow certain grounds under which companies may exclude shareholder proposals from their...more
On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, adopted amendments to the rules governing proxy voting advice businesses (proxy advisors), rescinding two components of the proxy rules...more
Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2022.
The conflict minerals disclosure rules and related guidance have remained at...more