The Holding Foreign Insiders Accountable Act ("HFIAA"), which becomes effective on March 18, 2026, removes the historically available exemption from the reporting requirements of Section 16(a) of the Exchange Act ("Section...more
3/12/2026
/ Board of Directors ,
Canada ,
Chile ,
Corporate Officers ,
Directors ,
EU ,
Exemptions ,
Foreign Private Issuers ,
Holding Foreign Companies Accountable Act (HFCAA) ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
President Trump has signed into law the Holding Foreign Insiders Accountable Act (the "Amendment"), which amends Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") to extend Section 16 "insider"...more
12/23/2025
/ Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Filing Deadlines ,
Foreign Private Issuers ,
Insider Trading ,
New Legislation ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Trump Administration
At the direction of President Trump, the Securities and Exchange Commission appears poised to propose rules that, if adopted, would permit at least some U.S. public companies to report financial results to the SEC on a...more
10/28/2025
/ Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Form 10-Q ,
Form 8-K ,
Internal Controls ,
Popular ,
Proposed Rules ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trump Administration
The SEC's Division of Corporate Finance has granted ExxonMobil's no-action request to enable automatic voting for its retail investors....more
9/18/2025
/ Corporate Governance ,
Division of Corporate Finance ,
Equity Compensation ,
Exxon Mobil ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Proxy Voting ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Transfer Agents
The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity...more
2/19/2024
/ Board of Directors ,
Compensation & Benefits ,
Controlling Stockholders ,
Corporate Counsel ,
DE Supreme Court ,
Delaware ,
EBITDA ,
Elon Musk ,
Entire Fairness Standard ,
Equity Compensation ,
Executive Compensation ,
Tesla
The Background: It is estimated that over 84 percent of companies in the S&P 1500 use some form of "social" metric when determining their executives' incentive compensation. Many of these social metrics set forth diversity,...more
In Short -
The Situation: On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted final rules that significantly alter the ways in which directors and officers adopt and utilize Rule 10b5-1 plans and...more
The Securities and Exchange Commission has issued final rules under which the national securities exchanges and associations will require listed issuers to adopt and operate accounting restatement-based clawback policies that...more
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, on October 26, 2022, the Securities and Exchange Commission adopted final rules directing the national securities exchanges and national...more
As required by the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Securities and Exchange Commission (the "SEC") has adopted final rules requiring most public companies to present...more
The recent SEC settlement with Gulfport Energy and its former CEO suggests a hard line approach to executive perks and compensation disclosures, even where expenses relate to business activities.
On February 24, 2021, the...more
The Situation: On July 22, 2020, the U.S. Securities and Exchange Commission ("SEC") adopted final rule amendments to regulate proxy voting advice as part of its emphasis on modernizing the proxy process. The final SEC...more
8/19/2020
/ Anti-Fraud Provisions ,
Conflicts of Interest ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Policies and Procedures ,
Proposed Amendments ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Solicitation
Rule 701 Prior to Amendment: Reliance on Securities Act Rule 701, a securities registration exemption for non-reporting issuers with respect to equity awards granted pursuant to a written compensatory plan, required special...more