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Board of Directors New Rules

Jones Day

Directors Beware: How to Navigate Belgium's Latest Tort Liability Changes

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The Situation: Tort liability rules for directors in Belgium changed significantly following the recent publication of a new Book 6 of the Civil Code. The new rules will enter into force on January 1, 2025....more

Woodruff Sawyer

[Webinar] D&O Insurance Trends: Looking Ahead to 2025 - September 17th, 10:00 am - 11:00 am PT

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The streak of good news in D&O litigation risk ends this year, with a rise in class action filings and bigger settlements. But the D&O market is still soft, so staying on top of the evolving risk landscape will help you...more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Boards Face ESG Pressure From Both the Left and Right

Over the past decade, environmental, social and governance (ESG) topics have featured heavily in social and political discourse. ESG has also become prominent in the boardroom as directors navigate how best to address...more

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season Part II: Proxy Statements

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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

J.S. Held

2024 J.S. Held Global Risk Report: Environmental, Social & Corporate Governance (ESG)

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The extraterritorial expansion of ESG laws and policies will reach a significant turning point in 2024. Investors, government regulators, and consumers are demanding greater transparency and disclosure when it comes to a...more

Pillsbury Winthrop Shaw Pittman LLP

China Passes Significant Amendments to Company Law

On December 29, 2023, the Standing Committee of the National People’s Congress of the People’s Republic of China (PRC) passed the final version of the long-awaited new Company Law (2024 Company Law) after deliberating on four...more

Skadden, Arps, Slate, Meagher & Flom LLP

FCA Preserves Key Tool for Activists in Listing Rules Reform

Activist shareholders had a busy 2023: The incidence of activist campaigns in Europe soared by almost 70% compared to 2022, according to data compiled by Skadden and Activistmonitor. As we described in a previous issue of The...more

Skadden, Arps, Slate, Meagher & Flom LLP

Emerging Expectations: The Board’s Role in Oversight of Cybersecurity Risks

Key Points - - New SEC rules from 2023 require public companies to report material cybersecurity incidents promptly and detail their cybersecurity risk management strategies in annual reports — requirements that increase...more

Proskauer - Corporate Defense and Disputes

Fifth Circuit Court of Appeals Rejects Challenge to Nasdaq’s Board-Diversity Rules

The U.S. Court of Appeals for the Fifth Circuit denied review of the Securities and Exchange Commission’s approval of proposed rules promulgated by the Nasdaq Stock Market concerning the diversity of directors on...more

Ankura

[Webinar] SEC New Cybersecurity Final Rule: A Different Perspective from the Viewpoints of the CISO, General Counsel, & The Board...

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Any time a regulation is put forth, there is always a level of uncertainty, especially regarding understanding the roles and responsibilities of key business leaders. The SEC’s new cybersecurity final rule means heightened...more

Mayer Brown Free Writings + Perspectives

Waivers of Code of Conduct for Nasdaq Listed Companies

On September 5, 2023, the Securities and Exchange Commission (the “SEC”) posted and declared effective a Nasdaq rule proposal modifying requirements related to a waiver of the code of conduct in Listing Rules 5610 and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Employment Flash - April 2023

In our latest edition of Employment Flash, we examine developments over the past three months, including the NLRB’s ruling regarding employees’ labor law rights in severance agreements, a Supreme Court decision that upheld...more

Skadden, Arps, Slate, Meagher & Flom LLP

How the New Proxy Rules Will Affect US Companies Facing Activist Campaigns

Shareholder meetings held this year are subject to new rules that require both companies and activist shareholders to use “universal” proxy cards in contested board elections. Until now, the company and the dissident...more

Skadden, Arps, Slate, Meagher & Flom LLP

What the SEC’s New Insider Trading Rules Mean for Directors

In December 2022, the U.S. Securities and Exchange Commission (SEC) modified the rules governing preset stock trading programs for corporate insiders, known as 10b5-1 plans, which begin taking effect this year. The new rules...more

Skadden, Arps, Slate, Meagher & Flom LLP

Lessons From the First Few Contests Under the Universal Proxy Rules, and the Outlook for 2023

The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for...more

Bass, Berry & Sims PLC

FAQs on the SEC’s Newly Adopted Amendments to Rule 10b5-1 Trading Plans and Related Disclosures

We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked...more

McDermott Will & Emery

SEC Imposes New Restrictions on Availability of Rule 10b5-1 Defense to Insider Trading

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At an Open Meeting on December 14, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934 (Exchange Act), which impose new limitations on...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the 2023 Shareholder Proposal Season

On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more

BCLP

Universal proxies are here - are you ready?

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As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022. This means that both...more

Katten Muchin Rosenman LLP

SEC Proposes to Clear-Up Clearing Agencies' Governance to Mitigate Directors' Potential Conflicts of Interest

Clearing agencies registered with the Securities and Exchange Commission (SEC) will have to make governance changes to their boards of directors under a new rule proposed by the SEC on August 8, 2022....more

Health Care Compliance Association (HCCA)

[Event] Regional Healthcare Compliance Conference - August 5th, Philadelphia, PA

Looking for compliance training and networking in your area? HCCA’s Regional Healthcare Compliance Conferences offer practitioners convenient, local compliance training, including updates on the latest news in regulatory...more

Latham & Watkins LLP

FCA Finalises Rules to Improve Transparency Around Diversity of Boards and Executive Management

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The new rules provide issuers with flexibility to report on representation of women by reference to either gender identity or sex. On 20 April 2022, the FCA published its final policy decision on the proposals set out in...more

Hogan Lovells

Final FCA rules on mandatory D&I reporting of UK listed company boards and executive management

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The UK Financial Conduct Authority has published amendments to the UK Listing Rules and Disclosure Guidance and Transparency Rules which implement mandatory board and executive management-level diversity and inclusion...more

Cadwalader, Wickersham & Taft LLP

New Rules on Diversity and Inclusion Reporting for Company Boards and Executive Management in the UK

The UK Financial Conduct Authority (“FCA”) has published its final policy decision on disclosure regarding diversity and inclusion targets for boards of directors and executive committees of certain UK-listed companies. The...more

Morgan Lewis

New York Not-for-Profits Can Permanently Embrace Virtual Meetings

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Virtual member meetings for New York State not-for-profit and religious corporations, which were originally allowed as an exceptional circumstance, are now permitted permanently. New York had temporarily modified its...more

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