On July 26, 2023, the U.S. Securities and Exchange Commission (the “Commission”) adopted final rules on cybersecurity risk management, strategy, governance, and incident disclosure by a split vote of 3-2. While the...more
The global COVID-19 pandemic, severe weather events, and the social unrest unleashed in the United States over the past year have amplified the role of Environmental, Social and Governance (“ESG”) as a driving factor in...more
In a remarkable year for the equity markets in 2020, the increased use of Special Purpose Acquisition Companies (“SPACs”) to take companies public stands out as a defining trend. In 2020, well-known private businesses – like...more
1/26/2021
/ Collusion ,
Department of Justice (DOJ) ,
Division of Corporate Finance ,
Due Diligence ,
Federal Trade Commission (FTC) ,
Form S-1 ,
Hart-Scott-Rodino Act ,
Initial Public Offering (IPO) ,
Popular ,
Private Equity Firms ,
PSLRA ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Sherman Act ,
Special Purpose Acquisition Companies (SPACs)
On March 2, 2020, the Securities and Exchange Commission (the “SEC”) released its final rule amending the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, including...more
3/6/2020
/ Amended Regulation ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
New Rules ,
Parent Corporation ,
Publicly-Traded Companies ,
Regulation S-X ,
REIT ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Subsidiaries ,
UPREITS
On January 14th, BlackRock’s CEO Larry Fink issued his annual letter to portfolio company CEOs, this year titled “A Fundamental Reshaping of Finance.” The letter focuses on the potential effect that climate change will have...more
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) have issued updated proxy voting guidelines for the upcoming 2020 proxy season. Notable policy updates issued by one or...more
11/22/2019
/ Board of Directors ,
Committee Members ,
Corporate Executives ,
Corporate Governance ,
Executive Compensation ,
Glass Lewis ,
Independent Director ,
Institutional Shareholder Services (ISS) ,
Performance Reviews ,
Policy Updates ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals
For governance professionals, the fourth quarter of the fiscal year generally marks the kick-off for the next year’s annual meeting and proxy season. Over the past two years, public companies have seen a sharp rise in...more