Last week, ISS published its 2026 United States Proxy Season Preview Report, providing early indications of possible trends for the current proxy season....more
3/5/2026
/ Artificial Intelligence ,
Board of Directors ,
Compensation & Benefits ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting ,
Shareholder Proposals
As discussed in our trade group’s February 23 post, the Supreme Court struck down the Trump Administration’s tariffs imposed under the International Emergency Economic Powers Act, or IEEPA. ...more
2/26/2026
/ Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Financial Statements ,
Form 10-K ,
Form 10-Q ,
International Emergency Economic Powers Act (IEEPA) ,
International Trade ,
Materiality ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Reporting Requirements ,
SCOTUS ,
Supply Chain ,
Tariffs ,
US Trade Policies
Last month, Chairman Paul Atkins announced plans for SEC staff to “engage in a comprehensive review” of Regulation S-K, in order to “focus on eliciting disclosure of material information and avoid compelling the disclosure of...more
2/11/2026
/ Comment Period ,
Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
On Friday Jan. 23, the staff of the SEC published a variety of new or revised rule interpretations generally designed to increase flexibility, consistent with the SEC’s recent declared focus on promoting public markets and...more
1/30/2026
/ Accredited Investors ,
Capital Raising ,
Executive Compensation ,
General Solicitation ,
Investors ,
Mergers ,
New Guidance ,
Private Placements ,
Proxy Solicitations ,
Publicly-Traded Companies ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Spinoffs
As the climate for proxy advisors is becoming more turbulent, public companies may need to adjust their shareholder engagement strategies. ...more
1/28/2026
/ Artificial Intelligence ,
Department of Labor (DOL) ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Orders ,
Federal Trade Commission (FTC) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
State Attorneys General
As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...more
12/19/2025
/ Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
Form S-8 ,
MD&A Statements ,
Proxy Season ,
Proxy Statements ,
Risk Factors
ISS and Glass Lewis recently announced their annual policy updates for the upcoming proxy season....more
On November 17, 2025, the Division of Corporation Finance staff of the SEC (“Division”) announced that, due to resource constraints...more
Last month, Microsoft announced it excluded a shareholder proposal from frequent shareholder proponent John Chevedeen before receiving no-action relief from the SEC. The company had submitted a routine no-action letter...more
11/11/2025
/ Corporate Governance ,
Government Shutdown ,
Microsoft ,
No-Action Letters ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholder Proposals ,
Shareholders
In late October, ExxonMobil filed a complaint in the U.S. District Court for the Eastern District of California against state officials challenging the state’s new carbon emissions disclosure law (SB 253) and climate risk...more
11/6/2025
/ CARB ,
Carbon Emissions ,
Constitutional Challenges ,
Corporate Governance ,
Disclosure Requirements ,
Exxon Mobil ,
First Amendment ,
Pending Litigation ,
Preemption ,
Reporting Requirements ,
Risk Factors ,
State and Local Government ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Unconstitutional Condition
Recent media reports and commentators have raised concerns that current economic conditions may reflect excessive valuations of investments in AI technologies....more
10/21/2025
/ Artificial Intelligence ,
Asset Valuations ,
Bank of England ,
Capital Markets ,
Financial Markets ,
IMF ,
Investment ,
Investors ,
Machine Learning ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Risk Management ,
Technology Sector ,
Valuation
A recent decision from the Southern District of New York highlights the risks that multiple private placement investors working together will be deemed a single “group,” exposing them to liability for claims that apply to...more
On October 1, 2025, the federal government ceased non-essential operations. For the SEC, that resulted in the suspension of substantially all operations except for Edgar and limited emergency functions. For public companies,...more
10/9/2025
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Government Shutdown ,
Proxy Statements ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Strategic Planning ,
Supply Chain
Earlier this month, the SEC staff granted no-action relief allowing Exxon Mobil to establish a retail voting program. The company plans to solicit customers of brokers and other nominees to opt-in to standing instructions...more
10/1/2025
/ Brokers ,
Corporate Governance ,
Delaware ,
Exxon Mobil ,
No-Action Letters ,
Opt-In ,
Proxy Statements ,
Proxy Voting ,
Publicly-Traded Companies ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholders ,
Voting Shares
On September 17, 2025, without seeking public comment, the SEC approved two controversial items in a 3-1 vote...more
9/23/2025
/ Arbitration ,
Articles of Incorporation ,
Corporate Charters ,
Corporate Governance ,
Disclosure Requirements ,
Dispute Resolution ,
Initial Public Offering (IPO) ,
Mandatory Arbitration Clauses ,
Policy Statement ,
Registration Statement ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholder Rights
On September 4, 2025, the SEC released its Spring 2025 Reg. Flex Agenda, which sets forth, among other things, “deregulatory rule proposals” relating to public company disclosure rules and requirements for private company...more
9/10/2025
/ Capital Markets ,
Capital Raising ,
Deregulation ,
Disclosure Requirements ,
Foreign Private Issuers ,
Privately Held Corporations ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
Recent enforcement actions and media coverage have increased scrutiny on director interlocks under the Clayton Act, which prohibits individuals serving at the same time as directors or officers of companies that compete....more
8/1/2025
/ Antitrust Provisions ,
Antitrust Violations ,
Board of Directors ,
Competition ,
Department of Justice (DOJ) ,
Enforcement Priorities ,
Federal Trade Commission (FTC) ,
Popular ,
Private Equity ,
Privately Held Corporations ,
Publicly-Traded Companies ,
The Clayton Act ,
Threshold Requirements
Retired senior executives often receive, or seek out, public company directorships as the next step in their journeys. Before accepting, they should carefully evaluate key areas to make sure they are prepared for the...more
7/29/2025
/ Board of Directors ,
C-Suite Executives ,
Compensation & Benefits ,
Conflicts of Interest ,
Corporate Governance ,
Corporate Officers ,
Due Diligence ,
Executive Compensation ,
Fiduciary Duty ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
The Clayton Act
In April, companies were faced with addressing the impacts of tariffs and a global trade war, as discussed in our April 8, 2025 post. Companies now find themselves grappling with the need to re-address these issues in light...more
7/23/2025
/ Artificial Intelligence ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Foreign Currency ,
Form 10-K ,
Form 10-Q ,
International Trade ,
Military Conflict ,
Publicly-Traded Companies ,
Quarterly Report ,
Reporting Requirements ,
Risk Factors ,
Tariffs ,
Trade Wars ,
US Trade Policies
Public companies regularly face challenges in protecting confidential information relating to material announcements of corporate developments as well as financial results and other events. For example, recently, the U.S....more
7/15/2025
/ Confidential Information ,
Corporate Misconduct ,
Disclosure Requirements ,
Enforcement Actions ,
Fraud ,
Insider Trading ,
Material Nonpublic Information ,
Misappropriation ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Violations
In light of the recent market volatility, public companies should keep in mind the upcoming annual re-evaluation of their filer status, as a change may have ramifications for both the timing and content for the following...more
6/19/2025
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Executive Compensation ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
The SEC staff recently published updates to its interpretations (CDIs) for Rule 10b5-1 – the insider trading exemption for pre-established trading plans....more
5/9/2025
/ 10b5-1 Plans ,
401k ,
Employee Benefits ,
Insider Trading ,
Investment Funds ,
New Guidance ,
Proposed Rules ,
Regulatory Requirements ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trusts
Approaches to Giving Guidance during Economic Uncertainty -
As companies issue guidance during this period of economic uncertainty, their earnings announcements are taking different approaches, including...more
As companies prepare to file Form 10-Qs, they should give special attention to risk factors in light of recently announced global tariffs. The situation is particularly challenging due to the fluid environment, including the...more
4/9/2025
/ Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Form 10-K ,
Form 10-Q ,
International Trade ,
MD&A Statements ,
Publicly-Traded Companies ,
Retaliatory Tariffs ,
Risk Assessment ,
Risk Management ,
Risk Mitigation ,
Securities Regulation ,
Supply Chain ,
Tariffs ,
Trade Relations ,
Trade Wars
The safe harbors provide protection against claims for equitable relief or damages, subject to certain limitations, as described below.
The amendments became effective immediately for all acts and transactions, whether...more