As a follow-up to our blog post in February about the Securities and Exchange Commission’s (SEC) pause in defending its Climate Disclosure Rules, on March 27, the SEC notified the U.S. Court of Appeals for the Eighth Circuit...more
On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates...more
On February 11, Securities and Exchange Commission (SEC) Acting Chairman Mark Uyeda asked the Eighth Circuit not to schedule oral arguments for the SEC’s climate disclosure rules, which were adopted in March 2024, and soon...more
2/12/2025
/ California ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Regulatory Freeze ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
State and Local Government
On December 11, the Court of Appeals for the Fifth Circuit vacated Nasdaq Listing Rule 5605(f) and Nasdaq Listing Rule 5606(a) (together with Nasdaq Listing Rule IM-5900-9, the Board Diversity Rules) by a 9-8 vote. In...more
12/16/2024
/ 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)
Join Bass, Berry & Sims and leading environmental, social, and governance (ESG) along with corporate and securities thought leaders for the next installment of our ESG Impact Webinar series. As public companies prepare for...more
12/12/2024
/ Chief Compliance Officers ,
Climate Change ,
Continuing Legal Education ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
No-Action Letters ,
No-Action Requests ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Webinars
Soon after California passed far-reaching climate legislation last year (referred to herein as SB 253 and SB 261; see our earlier blog post here and here for background), it was challenged in the U.S. District Court for the...more
11/8/2024
/ California ,
California Air Resources Board ,
Chamber of Commerce ,
Climate Change ,
Constitutional Challenges ,
Disclosure Requirements ,
Discovery ,
Environmental Social & Governance (ESG) ,
First Amendment ,
Legislative Agendas ,
Motion for Summary Judgment ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC)
As anticipated, on September 27, California Governor Gavin Newsom signed into law Senate Bill 219 (SB 219), after the California legislature passed it on August 31, 2024. SB 219 amends the Climate Corporate Data...more
10/3/2024
/ California ,
Climate Change ,
Disclosure Requirements ,
Doing Business ,
Environmental Social & Governance (ESG) ,
Governor Newsom ,
Greenhouse Gas Emissions ,
New Legislation ,
Publicly-Traded Companies ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
State Legislatures
On September 10, the Securities and Exchange Commission (the Commission or SEC) charged Keurig Dr Pepper Inc. (Keurig) for making inaccurate statements about the recyclability of its K-Cup single-use beverage pods. Without...more
9/16/2024
/ Annual Reports ,
Climate Change ,
Disclosure Requirements ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Investors ,
Keurig Inc ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
On June 24, the Securities and Exchange Commission (SEC) released five additional Compliance and Disclosure Interpretations for Item 1.05 of Form 8-K (Material Cybersecurity Incidents). These interpretations provide...more
Earlier this month, 38 Congressional Democrats (10 Senators; 28 Representatives) sent a letter to Chairman Gary Gensler of the Securities & Exchange Commission (SEC), urging the SEC to robustly enforce its existing rules and...more
We previously blogged about the final climate disclosure rules, and how the Securities and Exchange Commission (SEC) voluntarily stayed implementation of the final rules pending the completion of judicial review of the...more
On February 15, 2023, the Securities and Exchange Commission (SEC) adopted a set of rule amendments and new rules to facilitate the shortening of the standard settlement cycle for most broker-dealer transactions from two...more
Today, the Securities Exchange Commission (SEC) voluntarily stayed its recently issued Climate Disclosure Rules.
The SEC hopes the voluntary stay will facilitate the resolution of the current Eighth Circuit challenge...more
In a never ending saga to the climate disclosure rules, on March 15, the Fifth Circuit temporarily stayed the recently adopted climate change disclosure rules....more
3/19/2024
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
After almost two years following its proposed rules, on March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules to require public companies to disclose certain climate-related information in...more
3/8/2024
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As we kick off 2023, we are optimistic that the healthcare private equity (PE) market will be resilient despite various headwinds. As you think ahead, please consider the issues and trends summarized below that may be helpful...more
1/9/2023
/ Capital Markets ,
Cyber Attacks ,
Cybersecurity ,
Debt Market ,
Earn-Outs ,
Employee Retention ,
Environmental Social & Governance (ESG) ,
Health Care Providers ,
Healthcare ,
Healthcare Fraud ,
Investment ,
Investors ,
Minority Equity Investments ,
New Legislation ,
New Rules ,
Non-Compete Agreements ,
Physicians ,
Private Equity ,
Proposed Regulation ,
Ransomware ,
Rollover Equity ,
Section 220 Request
In March 2021, the Securities and Exchange Commission’s (SEC) then-acting chair, Allison Herren Lee, announced the creation of an Environmental, Social and Governance (ESG) Task Force within the SEC’s Division of Enforcement....more
Institutional investors and proxy advisory firms continue developing and refining their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more
5/5/2022
/ Board of Directors ,
Corporate Governance ,
Disclosure ,
Diversity ,
Gender Equity ,
Institutional Investors ,
Policies and Procedures ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
After months of anticipation, on March 21, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3:1 to propose climate change-related disclosure rules that would impact a company’s annual reports and registration...more
3/28/2022
/ Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Risk Management ,
Securities and Exchange Commission (SEC)
On March 9, the Securities and Exchange Commission (SEC) proposed rules and amendments to enhance and standardize public companies’ disclosures regarding cybersecurity risk management, strategy, governance, and incident...more
As investors, advisers, corporations and other stakeholders become increasingly focused on environmental, social and governance (ESG) investments and disclosures, regulators are becoming increasingly concerned with potential...more
2/17/2022
/ Broker-Dealer ,
Disclosure ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Investment ,
Investment Adviser ,
Investors ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Statistical Analysis
Last month at the 2021 United Nations Climate Change Conference (commonly referred to as the COP26), the International Financial Reporting Standards Foundation (IFRS Foundation) announced the formation of an International...more
On November 3, Chairman Gary Gensler announced that the Staff (Staff) of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance released SLB 14L (“new guidance”) regarding shareholder proposals....more
On August 6, 2021, the Securities and Exchange Commission (SEC) approved Nasdaq’s proposed rule that would require a listed company to comply with certain board diversity requirements, or explain why it does not (the Board...more
On July 28, Securities and Exchange Commission (SEC) Chair Gary Gensler delivered remarks at the Principles for Responsible Investment’s Climate and Global Financial Markets Webinar. In his remarks, he offered a glimpse of...more
8/2/2021
/ Banking Sector ,
Climate Change ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Gary Gensler ,
Greenhouse Gas Emissions ,
Insurance Industry ,
Investment ,
Investors ,
Securities and Exchange Commission (SEC) ,
Transportation Industry