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
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2024 annual reporting season, divided into two sections: Form 20-F Housekeeping...more
1/26/2024
/ Accounting ,
Artificial Intelligence ,
Chief Information Security Officer (CISO) ,
Clawbacks ,
Clerical Errors ,
Climate Change ,
Compensation ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
EDGAR ,
Emerging Growth Companies ,
Financial Restatements ,
Financial Statements ,
Human Capital ,
ICFR ,
Internal Controls ,
Jurisdictional Thresholds ,
New Rules ,
Non-GAAP Financial Measures ,
Risk Management ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Stock Repurchases ,
Sustainability
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
1/8/2024
/ Annual Meeting ,
Annual Reports ,
Board of Directors ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
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 December 6, 2023, the SEC's Fall 2023 Reg Flex Agenda was released, setting out the short- and long-term regulatory actions that the SEC plans to take. Of particular note, the expected adoption of final climate disclosure...more
Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more
12/22/2022
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure ,
Diversity ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Overboarding ,
Popular ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Shareholder Proposals ,
Shareholders
The Annual Report season will soon be upon us, and it is important to assess a company's risk factors at the outset and whether recent developments, including those relating to macroeconomic, geopolitical, and public health...more
11/1/2022
/ Annual Reports ,
Capital Markets ,
Climate Change ,
Coronavirus/COVID-19 ,
Customs and Border Protection ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Global Economy ,
Human Capital ,
Interest Rates ,
Investors ,
Market Conditions ,
Military Conflict ,
Price Inflation ,
Publicly-Traded Companies ,
Risk Factors ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Supply Chain ,
Ukraine ,
Uyghur Forced Labor Prevention Act (UFLPA)
Earlier this month, Institutional Shareholder Services ("ISS") released its annual global benchmark policy survey (the "ISS Survey"). The ISS Survey includes questions on "hot topics" in corporate governance, and its results...more
8/26/2022
/ Business Roundtable ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Institutional Shareholder Services (ISS) ,
Investment ,
Investment Adviser ,
Investors ,
Majority Voting Policies ,
Risk Management ,
Shareholder Votes ,
Surveys
The regulatory landscape for ESG disclosure by U.S. public companies faces potentially dramatic changes, with the Securities and Exchange Commission ("SEC") proposing rules that would mandate comprehensive climate change...more
On March 21, 2022, in a landmark proposal, the Securities and Exchange Commission ("SEC") proposed rules that would require public companies to disclose extensive climate-related information in their SEC filings....more
3/25/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
This is Part I of a two-part series outlining key considerations from White & Case's Public Company Advisory Group for US public companies during the 2022 annual reporting and proxy season.
Part I of this memo describes...more
1/12/2022
/ Annual Reports ,
Audits ,
Climate Change ,
Compliance ,
Coronavirus/COVID-19 ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Equity ,
Form 10-K ,
Human Capital ,
Libor ,
Non-GAAP Financial Measures ,
Proxy Season ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Supply Chain
In the past few weeks, both major proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), have issued their updated proxy voting guidelines for the 2022 proxy season. These...more
12/16/2021
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Disclosure ,
Diversity ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Shareholder Proposals ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs)
On September 22, 2021, in a step that emphasizes the SEC's increased focus on climate change disclosure, the SEC's Division of Corporation Finance ("Corp Fin") issued a sample letter for public companies containing comments...more
While ESG issues have been a "hot topic" for several years, in recent weeks, the SEC has significantly increased its focus on the topic, paying particular attention to climate:
- Corp Fin to Focus on Climate Disclosure: On...more