Over the past year, the U.S. Securities and Exchange Commission (“SEC”) has intensified its focus on beneficial ownership reporting under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934 (“Exchange...more
10/25/2024
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Publicly-Traded Companies ,
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Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
On July 18, 2024, a New York federal judge dismissed most of the US Securities and Exchange Commission’s ("SEC") claims against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer...more
With the 2023 annual report season upon us, it is time for companies to take stock of risk factors for 10-Ks and 20-Fs, and consider whether recent economic, political, technological, and regulatory developments have had (or...more
12/22/2023
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Artificial Intelligence ,
Climate Change ,
Cybersecurity ,
Disclosure Requirements ,
Geopolitical Risks ,
Internal Controls ,
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Publicly-Traded Companies ,
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Securities and Exchange Commission (SEC)
The Antitrust Division of the US Department of Justice ("DOJ") continues to aggressively pursue alleged illegal interlocking directorates that violate Section 8 of the Clayton Act, and in particular, interlocks involving...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2023 annual reporting season....more
1/19/2023
/ Annual Reports ,
Confidential Information ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Cybersecurity ,
Disclosure Requirements ,
Economic Sanctions ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Form 20-F ,
IFRS ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Russia ,
Securities and Exchange Commission (SEC) ,
Ukraine ,
XBRL Filing Requirements
Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories:
1. Six Housekeeping Considerations:...more
1/6/2023
/ Annual Reports ,
Corporate Counsel ,
Corporate Governance ,
Disclosure ,
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MD&A Statements ,
Non-GAAP Financial Measures ,
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Securities and Exchange Commission (SEC) ,
Shareholders
Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more
12/22/2022
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Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure ,
Diversity ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Overboarding ,
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Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Shareholder Proposals ,
Shareholders
The regulatory landscape for ESG disclosure by U.S. public companies faces potentially dramatic changes, with the Securities and Exchange Commission ("SEC") proposing rules that would mandate comprehensive climate change...more