On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more
3/12/2025
/ Beneficial Owner ,
Corporate Governance ,
Disclosure Requirements ,
Investors ,
Regulatory Requirements ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
Each year in our Annual Memo series, 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...more
On February 12, 2025, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued new guidance that should provide additional leeway for public companies to exclude...more
With the inauguration of US President Trump on January 20, 2025, public companies await the impact of the new administration on the US Securities and Exchange Commission ("SEC"). President Trump's pick for the next SEC Chair,...more
1/20/2025
/ Annual Reports ,
Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Foreign Issuers ,
Foreign Private Issuers ,
Form 20-F ,
Insider Trading ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Trump Administration
With the 2025 annual reporting season upon us, public companies should consider potential updates to their risk factors for their Form 10-Ks and 20-Fs in light of recent economic, political, technological, and regulatory...more
1/16/2025
/ Artificial Intelligence ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 20-F ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Technology Sector
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
On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 vote, struck down The Nasdaq Stock Market's ("Nasdaq") board diversity rules, holding that the Securities and Exchange Commission (the...more
12/18/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
White & Case's Public Company Advisory Group has conducted a survey of publicly filed insider trading policies to assess emerging trends with respect to key insider trading policy terms. Starting with Form 10-K/20-F annual...more
12/12/2024
/ Annual Reports ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 20-F ,
Insider Trading ,
Policy Terms ,
Regulation S-K ,
Regulatory Requirements ,
Required Documentation ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. Securities and Exchange Commission's ("SEC") Division of Enforcement has recently brought a spate of enforcement actions relating to key topics for public companies. These include enforcement actions related to...more
Notwithstanding recent reports that the Securities and Exchange Commission (“SEC”) has quietly disbanded its Climate and ESG Task Force,1 and while the SEC’s new climate-related disclosure rules remain stayed,2 the SEC’s...more
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
Each year in our Annual Memo series, 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...more
3/18/2024
/ Annual Reports ,
Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
New Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
As we embark on our third year of Latin America Focus, the ever-evolving landscape in the region brings fresh opportunities and challenges for local, regional and international businesses.
After an extremely positive...more
11/6/2023
/ Arbitration ,
Chapter 11 ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Exports ,
Foreign Investment ,
Imports ,
Insolvency ,
Investment ,
Investors ,
Latin America ,
Lithium Batteries ,
Minerals ,
Mining ,
Regulatory Agenda ,
Regulatory Requirements ,
Sustainability ,
Tax Treaty
As the 2023 proxy season winds down for calendar year companies, it is a good time to consider possible bylaw and charter amendments to address recent developments with respect to universal proxy, shareholder activism and...more
On May 3, 2023, the US Securities and Exchange Commission (the "SEC") adopted rule amendments to expand the disclosure requirements for issuer stock repurchases.
These amendments:
- Tabular Disclosure: Create a new...more
On February 3, 2023, the US Securities and Exchange Commission ("SEC") announced that a public company agreed to pay $35 million to settle charges of, among other things, violations of the whistleblower protection rule.1...more
3/8/2023
/ Confidentiality Agreements ,
Disclosure Requirements ,
Dodd-Frank ,
Employees ,
Enforcement ,
Publicly-Traded Companies ,
Restrictive Covenants ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Whistleblower Protection Policies ,
Whistleblowers
Part I of our two-part Annual Memo series identified important considerations when preparing Annual Reports on Form 10-K in 2023. Part II of this memo below, describes our key considerations for 2023 Annual Meeting Proxy...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2023 annual reporting season....more
1/19/2023
/ Annual Reports ,
Confidential Information ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Cybersecurity ,
Disclosure Requirements ,
Economic Sanctions ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Form 20-F ,
IFRS ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Russia ,
Securities and Exchange Commission (SEC) ,
Ukraine ,
XBRL Filing Requirements
On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Plans adopted pursuant to Rule 10b5-1...more
12/23/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Disclosure Requirements ,
Insider Trading ,
Policies and Procedures ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In light of the dislocation experienced by the crypto industry in recent months, as demonstrated through a number of highly publicized bankruptcies causing "widespread disruption" in the space, on December 8, 2022, the...more