Based on recent developments, we have additional items to supplement our October 10, 2022 post, which highlighted key considerations for the 2022 proxy and annual report season....more
The SEC staff recently published updated interpretations addressing some common non-GAAP practices as either clearly non-acceptable or questionable. Not ground-breaking, as they largely track recent staff comments, these...more
On December 14, 2022, the SEC unanimously adopted significant changes to the requirements for Rule 10b5-1 trading plans, one day shy of the anniversary of its proposals, including...more
On October 26, 2022, the SEC – by a 3-2 vote – approved final rules directing the NYSE, Nasdaq and other stock exchanges to adopt requirements for listed companies to develop and implement clawback, or recovery, policies that...more
10/28/2022
/ Clawbacks ,
Compliance ,
Corporate Governance ,
Department of Justice (DOJ) ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Listing Rules ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist. Those items, along with a few other “hot topics,” include the...more
10/11/2022
/ Annual Meeting ,
Annual Reports ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
MD&A Statements ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
A recent SEC order found that two executives of Cheetah Mobile Inc. engaged in illegal insider trading when selling shares under a purported 10b5-1 trading plan. The SEC found that they established the plan after learning of...more
As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022. This means that both...more
9/1/2022
/ Board of Directors ,
Bylaws ,
Corporate Governance ,
Disclosure Requirements ,
New Rules ,
Nominee Directors ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholders ,
Universal Proxy ,
Universal Proxy Cards
More than seven years after their original proposal, the SEC adopted new rules requiring companies to disclose metrics reflecting the relationship between executive compensation actually paid and the company’s financial...more
All Nasdaq-listed companies must now disclose a board diversity matrix by the later of (1) August 8, 2022, or (2) the date the company files its proxy statement for the 2022 annual meeting of shareholders (or, if companies do...more
8/12/2022
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Form 10-K ,
Form 20-F ,
Listing Rules ,
Minorities ,
Nasdaq ,
Proxy Statements ,
Publicly-Traded Companies ,
Woman Board Members
It has now been 20 years since the historic collapse of WorldCom, Inc. (“WorldCom” or the “Company”). A review of the WorldCom collapse yields some continuing lessons for corporate counsel....more
7/26/2022
/ Attorney-Client Privilege ,
Board of Directors ,
Corporate Management ,
Fiduciary Duty ,
Internal Controls ,
Privileged Communication ,
Risk Management ,
Shareholder Approval ,
Stock Trades ,
WorldCom ,
Written Consent
On July 13, 2022, by a 3-2 party-line vote, the SEC proposed amendments to Rule 14a-8 to modify three of the existing bases for the exclusion of shareholder proposals from a company’s proxy statement, namely:
,,The...more
As discussed in our July 24, 2020 client alert, the SEC amended the proxy rules to establish a framework for proxy advisors such as ISS and Glass Lewis to remain exempt from proxy rule information and filing requirements....more
The comment period for the SEC’s proposed amendments to Rule 10b5-1 expired on April 1, 2022. A review of some representative submissions generally showed strong support from institutional and retail investors. ...more
Now that we are knee deep in annual meeting season, companies should consider preparing for “what if” questions that may arise during Q&A based on current events. For example, shareholders (including employee shareholders)...more
Following the April 11 expiration of the comment period for the SEC’s dramatic proposal to amend the 13D/13G rules, we reviewed submissions to the SEC from some of the notable commenters. While a number of corporations and...more
On March 30, 2022, the SEC approved by a 3-1 vote a proposal to effect significant changes to disclosure and liability rules governing SPACs, including de-SPAC transactions, or “SPAC target IPOs” as referred to by Chairman...more
On March 21, 2022, the SEC announced proposed new rules that would require public companies to disclose certain climate-related information in registration statements and periodic reports. Under the rules, a company would be...more
3/23/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
MD&A Statements ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 9, 2022, the SEC proposed new requirements for reporting of material cybersecurity incidents in 8-Ks and periodic reports as well as disclosure of board and management roles with respect to cybersecurity and of...more
On February 25, 2022, the SEC proposed a new requirement for certain institutional investment managers to report short sale information to the SEC on a monthly basis. The SEC would then publicly disclose aggregate data about...more
The Ukraine crisis raises a host of potential forward-looking statement qualifiers and risk factors to consider, as U.S. and European leaders swiftly issued several rounds of progressively more severe sanctions against...more
On February 10, 2022, the SEC proposed significant changes to Section 13(d) reporting obligations, including...more
In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more
1/21/2022
/ Board of Directors ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Equity Compensation ,
Glass Lewis ,
Independent Directors ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Statements ,
Securities and Exchange Commission (SEC)
Last week, the Securities and Exchange Commission proposed rule amendments that would enhance issuer disclosures regarding their share repurchase transactions.
The proposed rule changes consist of two components,...more
On December 15, 2021, the SEC proposed significant changes to the requirements for Rule 10b5-1 trading plans.
The SEC attributed the proposals to concerns expressed by courts, commentators and members of Congress that...more
Spring-loading - awarding equity awards before announcing material good news - was in the headlines 15 years ago but still surfaces on occasion, notably when in July 2020 Kodak made large grants to executives the day before a...more