Potential regulatory uncertainty in light of Supreme Court decisions. The recent Supreme Court term produced several landmark decisions affecting administrative agencies, including...more
7/10/2024
/ 10b5-1 Plans ,
Corner Post Inc v Board of Governors of the Federal Reserve System ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Insider Trading ,
Loper Bright Enterprises v Raimondo ,
Ohio v Environmental Protection Agency ,
Publicly-Traded Companies ,
Regulation S-K ,
SCOTUS
On March 6, 2024, a divided SEC approved climate-related disclosure rules. The new rules will require disclosure of...more
3/8/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Greenhouse Gas Emissions ,
PLSRA ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements
On January 24, 2024, the SEC approved by a 3-2 vote new rules to substantially change the disclosure and liability regime governing SPACs, including de-SPAC transactions, or “SPAC target IPOs” as referred to by Chairman...more
2/1/2024
/ Corporate Governance ,
Disclosure Requirements ,
Investment Company Act of 1940 ,
New Rules ,
Non-GAAP Financial Measures ,
PSLRA ,
Regulation S-K ,
Section 145 ,
Securities and Exchange Commission (SEC) ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company ,
Underwriting
As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more
10/17/2023
/ Corporate Governance ,
Disclosure Requirements ,
EBITDA ,
Executive Compensation ,
Financial Reporting ,
GAAP ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
As discussed in our December 15, 2022 post, significant amendments to Rule 10b5-1 plan requirements took effect earlier this year. With the Justice Department announcing its first criminal prosecution challenging a Rule...more
8/31/2023
/ 10b5-1 Plans ,
401k ,
Amended Rules ,
CDIs ,
Corporate Issuers ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Insider Trading ,
Plan Administrators ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Violations
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 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
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
Considerations for companies planning for next proxy season should include the following:
Risk Factors -
..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
11/3/2021
/ Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Form 10-K ,
Incentive Compensation ,
MD&A Statements ,
NYSE ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Votes ,
Shareholders
On November 24, 2020, the SEC approved proposed amendments to rules governing the offer or sale of securities to employees through compensation programs. The proposed amendments to Rule 701 and Form S-8 are designed to...more
12/2/2020
/ Comment Period ,
Disclosure Requirements ,
Employee Retirement Income Security Act (ERISA) ,
Financial Statements ,
Form S-8 ,
Gig Economy ,
Proposed Amendments ,
Regulation S-K ,
Rule 701 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
In yet another 3-2 vote, the SEC adopted significant amendments to MD&A and related financial disclosures in order to streamline the disclosure system and move to a more “principles-based approach,” focused on material...more
The SEC staff amended CF Disclosure Guidance: Topic No. 7 on September 9, 2020 to address the options for companies with confidential treatment orders that are about to expire. The guidance explains that companies have three...more
On August 26, 2020, by a 3-2 party-line vote, the SEC adopted amendments to Regulation S-K that aim to modernize the descriptions of business and legal proceedings, and risk factor disclosure requirements. The amendments...more
The SEC published the final rules on March 20, 2019 to amend a wide variety of disclosure rules, primarily under Regulation S-K, in an effort to modernize and simplify disclosure requirements for public companies, investment...more
On August 17, 2018, the SEC adopted amendments to eliminate or modify certain disclosure requirements that have become redundant, overlapping, outdated or superseded in light of other SEC rules, GAAP or changes in the...more
Planning for the 2018 Proxy Season -
There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...more
11/22/2017
/ Annual Reports ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Financial CHOICE Act ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Earned Income ,
Insider Trading ,
Internal Reporting ,
Pay Ratio ,
Proxy Access ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulation S-K ,
Rule 14a-8 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
US v Salman ,
Whistleblower Awards
The SEC issued a proposing release on October 11, 2017 to amend a wide variety of disclosure rules, primarily under Regulation S-K, in an effort to modernize and in some cases simplify disclosure requirements for public...more
On March 1, 2017, the SEC adopted final rules requiring companies to begin including hyperlinks to each document listed in exhibit indices to registration statements and reports filed with the Commission. The new requirement...more