On March 5, 2026, in advance of the March 18th compliance deadline, the U.S. Securities and Exchange Commission (“SEC”) issued an order granting directors and officers of certain foreign private issuers (“FPIs”) an exemption...more
3/9/2026
/ Canada ,
Corporate Officers ,
Directors ,
EU ,
Exemptions ,
Exemptive Orders ,
Filing Deadlines ,
Foreign Private Issuers ,
Jurisdiction ,
Reporting Requirements ,
Section 16 ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
UK
On February 27, 2026, the US Securities and Exchange Commission (“SEC”) adopted certain rule and form amendments implementing the landmark requirements of the Holding Foreign Insiders Accountable Act (“HIFAA”). ...more
3/3/2026
/ Beneficial Owner ,
Corporate Officers ,
EDGAR ,
Filing Requirements ,
Foreign Private Issuers ,
Insider Trading ,
New Rules ,
Reporting Requirements ,
Section 16 ,
Securities Exchange Act of 1934 ,
Securities Regulation
Each year in our Annual Memo, White & Case’s Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more
1/6/2026
/ Annual Reports ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 20-F ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
In a landmark change, the SEC’s Division of Corporation Finance has announced that it will not provide substantive responses or express views on most no-action requests for shareholder proposal exclusions “due to current...more
11/25/2025
/ Corporate Governance ,
Division of Corporate Finance ,
Filing Deadlines ,
Government Shutdown ,
No-Action Letters ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
On September 4, 2025, the SEC's latest reg flex agenda was released, setting out the short- and long-term regulatory actions that the SEC plans to take. The agenda includes a number of proposals designed to reduce compliance...more
9/5/2025
/ Capital Markets ,
Cryptoassets ,
Disclosure Requirements ,
Emerging Growth Companies ,
JOBS Act ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Rule 144 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On February 12, 2025, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued new guidance that should provide additional leeway for public companies to exclude...more
With the inauguration of US President Trump on January 20, 2025, public companies await the impact of the new administration on the US Securities and Exchange Commission ("SEC"). President Trump's pick for the next SEC Chair,...more
1/20/2025
/ Annual Reports ,
Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Foreign Issuers ,
Foreign Private Issuers ,
Form 20-F ,
Insider Trading ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Trump Administration
With the 2025 annual reporting season upon us, public companies should consider potential updates to their risk factors for their Form 10-Ks and 20-Fs in light of recent economic, political, technological, and regulatory...more
1/16/2025
/ Artificial Intelligence ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 20-F ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Technology Sector
Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more
On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 vote, struck down The Nasdaq Stock Market's ("Nasdaq") board diversity rules, holding that the Securities and Exchange Commission (the...more
12/18/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
White & Case's Public Company Advisory Group has conducted a survey of publicly filed insider trading policies to assess emerging trends with respect to key insider trading policy terms. Starting with Form 10-K/20-F annual...more
12/12/2024
/ Annual Reports ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 20-F ,
Insider Trading ,
Policy Terms ,
Regulation S-K ,
Regulatory Requirements ,
Required Documentation ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. Securities and Exchange Commission's ("SEC") Division of Enforcement has recently brought a spate of enforcement actions relating to key topics for public companies. These include enforcement actions related to...more
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
/ Amended Rules ,
Beneficial Owner ,
Capital Markets ,
Enforcement Actions ,
Filing Deadlines ,
Filing Requirements ,
Investment Funds ,
Popular ,
Publicly-Traded Companies ,
Reporting Requirements ,
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
As we enter the second half of the year, it is once again time for many foreign private issuers (“FPIs”) to complete their annual assessment of FPI status. The determination of whether an issuer is an FPI must be made as of...more
On April 4, 2024, less than one month after their adoption, the U.S. Securities and Exchange Commission ("SEC") has chosen to stay its newly adopted climate disclosure rules, pending judicial review (the "Final Rules"). The...more
On March 6, 2024, in a 3 to 2 vote of the Commissioners, the US Securities and Exchange Commission (the "SEC") adopted rules that will require public companies to disclose extensive climate change-related information in their...more
Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
3/18/2024
/ Annual Reports ,
Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
New Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
/ Annual Reports ,
Artificial Intelligence ,
Climate Change ,
Cybersecurity ,
Disclosure Requirements ,
Geopolitical Risks ,
Internal Controls ,
Popular ,
Publicly-Traded Companies ,
Risk Factors ,
Securities and Exchange Commission (SEC)
On October 10, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g)1 of the Securities Exchange Act of 1934...more
In light of the increased spotlight on environmental, social and governance (“ESG”) disclosures, White & Case’s Public Company Advisory Group conducted a survey of environmental and social (“E&S”) disclosures in the...more
6/27/2019
/ Annual Reports ,
Board of Directors ,
Corporate Culture ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Fortune 100 ,
Materiality ,
Oversight Duties ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Supply Chain ,
Surveys ,
Sustainability