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SEC, California, and CSRD Climate Disclosure Requirements Comparison Tool

Following an order by the U.S. Securities and Exchange Commission (SEC) implementing a stay of its final climate disclosure rules pending review of legal challenges to such rules in the U.S. Court of Appeals for the Eighth...more

SEC Pauses Climate Disclosure Rules Amid Legal Challenges

On April 4, 2024, the U.S. Securities and Exchange Commission (SEC) issued an order (the Order) implementing a stay of its final climate-related disclosure rules1 adopted on March 6, 2024 (the Final Rules)....more

[Webinar] SEC Climate Disclosures - March 27th, 9:00 am - 10:00 am PT

Please join us for a practical session on the requirements of the U.S. Securities and Exchange Commission’s (SEC) final climate-related disclosure rules and considerations for companies navigating these disclosures. On...more

Fifth Circuit Court of Appeals Stays the SEC's New Climate-Related Disclosure Rules

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final enhanced and standardized climate-related disclosure rules (the Final Rules). As noted in our client alert addressing the Final Rules, there...more

Reminders for Preparing the Annual Report on Form 10-K

This year, our annual client alert with reminders for preparing the annual report on Form 10-K includes a short summary of new disclosure requirements effective this year and next year, followed by a more detailed discussion...more

FBI, DOJ, and SEC Provide Guidance and Requirements for Requests to Delay Form 8-K Disclosures for Material Cybersecurity...

As discussed in a previous alert, on July 26, 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules requiring that public companies report information regarding cybersecurity incidents within four...more

SEC Adopts Final Rules for Additional Disclosure of Share Repurchases

No Next-Business-Day Reporting Requirement - On May 3, 2023, the Securities and Exchange Commission (SEC) approved final rules governing disclosure of repurchases of issuers' equity securities that are registered under the...more

Continued SEC Scrutiny of Non-GAAP Disclosures

On March 14, 2023, the Securities and Exchange Commission (SEC) instituted cease-and-desist proceedings against DXC Technology Company (DXC) for alleged violations of Regulation G and other federal securities laws in its...more

SEC Provides Important Updates to Non-GAAP Disclosure Guidance

On December 13, 2022, the staff (Staff) of the U.S. Securities and Exchange Commission (SEC) issued updates and additional explanations to its Non-GAAP Financial Measures Compliance and Disclosure Interpretations (the...more

SEC Disclosure Considerations Arising from Recent Developments in Crypto Asset Markets

The staff of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC) recently provided guidance for public companies regarding disclosures pertaining to recent developments in crypto asset...more

Reminders for Preparing the Annual Report on Form 10-K

Management’s Discussion and Analysis (MD&A). MD&A rules require companies to “describe any known trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net...more

SEC Adopts Final Clawback Rules

On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules that will ultimately require public companies to adopt, enforce, and disclose policies to recover (or “clawback”) excess...more

SEC Adopts Final Pay-for-Performance Rules

On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules on the correlation between executive pay and company performance (pay-for-performance). As discussed in our previous client alert,...more

Compliance Reminder: SEC Disclosure Considerations Arising from Russia's Invasion of Ukraine

Many public companies are beginning preparations for filing quarterly reports on Form 10-Q for the second quarter of calendar 2022. As they do so, they should review and consider the U.S. Securities and Exchange Commission...more

Compliance Reminder: Nasdaq Board Diversity Rules

On August 6, 2021, the U.S. Securities and Exchange Commission (SEC) approved the proposed rules submitted by the Nasdaq Stock Market (Nasdaq) relating to diversity on the boards of directors of Nasdaq listed companies (the...more

SEC Alleges Misleading MD&A Disclosures

On May 6, 2022, the Securities and Exchange Commission (SEC) announced a settled enforcement action against NVIDIA Corporation in connection with allegations that the technology company inadequately disclosed the impact of...more

Comment Periods Close Again for Proposed Clawback and Pay-for-Performance Rules: A Refresher

Two Securities and Exchange Commission (SEC) executive compensation rules on recoupment of incentive compensation in the event of a financial restatement (clawbacks) and the correlation between executive pay and company...more

SEC Proposes Enhanced and Standardized Climate-Related Disclosure Rules

On March 21, 2022, a divided U.S. Securities and Exchange Commission (SEC) proposed enhanced and standardized climate-related disclosure rules to require disclosure of climate-related information in registration statements,...more

SEC Proposes Significant Amendments to Reporting Rules for Stockholder Beneficial Ownership of More Than 5 Percent

On February 10, 2022, the U.S. Securities and Exchange Commission (SEC) proposed amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. These...more

ISS Publishes 2021 Voting Policy Updates

ISS and Glass Lewis Open Peer Group Submission Windows Soon - On November 12, 2020, Institutional Shareholder Services (ISS) published its Proxy Voting Guidelines Updates for 2021, which are effective for meetings on or...more

COVID-19 Response Update: SEC and NYSE Measures

As the novel coronavirus disease (COVID-19) pandemic continues, the U.S. Securities and Exchange Commission (SEC) has been providing guidance and implementing measures designed to provide relief to various market...more

SEC Issues Cease-and-Desist Order for KPI Disclosure Issues

In the wake of the recent guidance issued by the U.S. Securities and Exchange Commission (SEC) on key performance indicators (KPIs) and metrics, which we discussed in this previous Client Alert, the SEC issued...more

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