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Threading the Needle: The US Securities and Exchange Commission's Final Climate-Related Disclosure Rules

On 6 March 2023, by a 3-2 vote of the Commissioners split along party lines, the US Securities and Exchange Commission (SEC) adopted “The Enhancement and Standardization of Climate-Related Disclosures for Investors” final...more

Despite Legal and Other Challenges, Amendments to Delaware's Corporate Statute Remain Compelling

Delaware recently enacted significant amendments (the 2022 Amendments) to the General Corporation Law of the State of Delaware (the DGCL), enhancing Delaware’s corporate governance regime for directors and officers, while...more

SEC Adopts Rules to Facilitate Electronic Signatures on EDGAR Filings

On 17 November 2020, the U.S. Securities and Exchange Commission (SEC) announced it had adopted new rules and rule amendments to permit the use of electronic signatures for executing documents filed with the SEC through its...more

COVID-19: Delaware's 2020 Amendments to its General Corporation Law Respond to COVID-19 and More

On 16 July 2020, the General Corporation Law of the State of Delaware (the DGCL) was amended (the 2020 Amendments) to assist Delaware corporations in responding to challenges arising from the novel coronavirus (COVID-19)...more

SEC Adopts Final Rules on Proxy Voting Advice

INTRODUCTION - On 22 July 2020, the Securities and Exchange Commission (the SEC) adopted amendments to the rules governing proxy solicitations (the Amendments) designed to regulate voting advice provided by firms such as...more

COVID-19: SEC Issues COVID-19 Order FAQs

On March 25, 2020, the Securities and Exchange Commission (“SEC”) issued an order (the “Order”) extending conditional relief to reporting companies affected by the novel coronavirus disease (“COVID-19”). The Order provides...more

COVID-19: Responding to Stockholder Activists and Hostile Takeovers in an Uncertain Environment

As the stock prices of many U.S. public companies have plunged due to the novel coronavirus (“COVID-19”) pandemic, activist investors, private equity firms, and opportunistic buyers may try to acquire stock on the cheap and...more

COVID-19: SEC Advises Companies Preparing for Earnings Communications Amidst the COVID-19 Pandemic

Last week, the chairman of the Securities and Exchange Commission (the “SEC”) and the director of the SEC’s Division of Corporation Finance issued a joint statement urging public companies to be transparent and thorough in...more

COVID-19: Delaware and the SEC Facilitate Virtual Stockholder Meetings as the COVID-19 Outbreak Spreads

As concern over COVID-19, the novel coronavirus, increases and restrictions are being imposed on public gatherings, U.S. public companies have been weighing risks associated with holding in-person annual stockholder meetings....more

COVID-19: SEC Extends Conditional Relief and Provides Disclosure Guidance

SEC Extends Conditional Relief for Reporting Companies. On March 25, 2020, the Securities and Exchange Commission (“SEC”) issued an order (the “Order”) extending conditional relief to reporting companies affected by the...more

COVID-19: Securities Law Considerations for U.S. Public Companies

As the novel coronavirus (COVID-19) continues to spread and its impact on the U.S. markets and economy rapidly intensifies, U.S. public companies are faced with a number of complex disclosure and other considerations they...more

Taking Another Look at Virtual Stockholder Meetings as the COVID-19 Outbreak Spreads

As proxy season rapidly approaches and concern over the Coronavirus Disease 2019 (COVID-19) increases, U.S. public companies have been weighing risks associated with holding in-person annual stockholder meetings. ...more

SEC Announces Conditional Relief for Companies Affected by Coronavirus

BACKGROUND - On March 4, 2020, the Securities and Exchange Commission (“SEC”) issued an order (the “Order”) providing conditional relief to reporting companies affected by the novel coronavirus disease, or COVID-19. ...more

SEC Proposes Amendments to M&A Related Financial Disclosures

BACKGROUND - On May 3, 2019, the Securities and Exchange Commission (“SEC”) proposed extensive amendments to the rules governing the financial disclosures that reporting companies must make regarding the acquisition and...more

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