News & Analysis as of

Board of Directors Regulation S-K

KPMG Board Leadership Center (BLC)

Directors Quarterly - Insights from the Board Leadership Center - April 2024

Directors Quarterly: April 2024- With the explosion of generative artificial intelligence (Gen AI), companies are facing the challenge of moving quickly—but not too quickly. Gen AI governance has moved to the top of many...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Final Climate Rules

The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Rules Affecting SPACs and De-SPACs and Provides Related Guidance

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition...more

Smith Anderson

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

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In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more

Orrick, Herrington & Sutcliffe LLP

Comment Letter Trend: SEC Seeks Expanded Discussion of Board’s Role in Risk Oversight

During 2022 the SEC issued at least 36 comment letters requesting expanded discussion about the board’s role in risk oversight. We summarize below the basic requirements of this disclosure and the most common new elements...more

Husch Blackwell LLP

SEC Adopts Final Executive Compensation Clawback Rules: What This Means and How to Prepare

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On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to implement policies to recover, or claw back, erroneously awarded incentive-based compensation from...more

Goodwin

Delaware Court of Chancery Clarifies That Fiduciary ‘Duty of Oversight’ Applies to Officers and Extends Fiduciary Duty Claims to...

Goodwin on

In what seems destined to be a landmark Delaware Court of Chancery decision, Vice Chancellor J. Travis Laster denied former McDonald’s Executive Vice President and Global Chief People Officer David Fairhurst’s motion to...more

Fox Rothschild LLP

Deep Dive: Governance Disclosures Under the SEC’s Proposed Climate-Related Disclosure Rule

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Following up on our previous alerts looking at the Securities and Exchange Commission’s proposed rule for the “Enhancement and Standardization of Climate-Related Disclosures for Investors” (the Proposed Rule) and its GHG...more

Skadden, Arps, Slate, Meagher & Flom LLP

2022 Compensation Committee Handbook

Preface The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more

Skadden, Arps, Slate, Meagher & Flom LLP

Revisiting Share Repurchases in Volatile Times

In light of the recent increased volatility in the global financial markets, a number of companies have raised questions regarding the desirability of repurchasing shares at reduced market prices. This alert addresses...more

Skadden, Arps, Slate, Meagher & Flom LLP

NYSE Restores Thresholds for Related Party Transactions To Align With SEC Disclosure Requirements

On August 19, 2021, the New York Stock Exchange (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent...more

Goodwin

NYSE Amends Related Party Transaction Approval Requirements

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On August 19, 2021, the New York Stock Exchange amended its rules that require approval of related party transactions for NYSE-listed companies. This amendment, which is effective immediately, modifies an earlier amendment to...more

American Conference Institute (ACI)

[Virtual Forum] ESG Forum on Human Capital Analytics & SEC Disclosures - November 15th - 16th, 1:00 pm - 5:30 pm EST

Learn the “how to” of leveraging metrics and analytics! On November 15 – 16, at the virtual ESG Forum on Human Capital Analytics & SEC Disclosures, key stakeholders will gather to discuss metrics, developing a “material”...more

Seyfarth Shaw LLP

SEC’s Approval Inches NASDAQ Closer to Implementing Board Diversity Listing Requirements

Seyfarth Shaw LLP on

Late last year, Nasdaq submitted for approval to the Securities and Exchange Commission the proposed listing Rule 5605(f) and Rule 5606 requiring all, with a few exceptions, of Nasdaq’s roughly 3,249 listed companies to have...more

Cooley LLP

Blog: After climate, is enhanced diversity disclosure next?

Cooley LLP on

It’s not just mandatory climate disclosure that’s on the agenda for Acting SEC Chair Allison Lee. Last week, as reported by Reuters, in remarks to a forum for securities industry professionals, she said that the SEC “should...more

Perkins Coie

Preparing for the 2021 Public Company Reporting Season

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In anticipation of the upcoming reporting season, we highlight rule changes, guidance, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2021. During 2020, the U.S....more

Proskauer Rose LLP

Nasdaq Proposes New Board Diversity Requirements for Listed Companies

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On December 1, 2020, Nasdaq proposed new listing rules that, if approved by the SEC following a public comment period, would require Nasdaq-listed companies either to have, or explain why they do not have, at least two...more

Kramer Levin Naftalis & Frankel LLP

Diversity in the Boardroom: A Litigation and Governance Update

Recent events have brought renewed attention to the push for greater diversity in the boardroom. In this alert, we discuss several developments highlighting the need for public company directors to remain focused on diversity...more

K&L Gates LLP

SEC Adopts Amendments to Modernize Disclosures of Business, Legal Proceedings, and Risk Factors Under Regulation S-K

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On 26 August 2020, the Securities and Exchange Commission (the Commission) adopted amendments to modernize certain disclosure requirements set forth in Regulation S-K. The amendments relate to the description of business...more

Akin Gump Strauss Hauer & Feld LLP

Top 10 Topics for Directors: Board Diversity

Board Diversity: A Reflection on Improvement and a Look Ahead for the Coming Decade - In the second half of this decade, diversity and inclusion rose to the forefront of top priorities for many companies. Due to evolving...more

Dorsey & Whitney LLP

Did You Remember These Developments for the 2020 SEC Reporting Season?

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Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more

Cooley LLP

Blog: What’s on the SEC’s new fall 2019 agenda?

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SEC Chair Jay Clayton has streamlined the Regulatory Flexibility Act Agenda to limit it to the rulemakings that the SEC actually expects to take up in the subsequent period. Clayton has previously said that the short-term...more

Stinson - Corporate & Securities Law Blog

Preliminary Planning for the 2020 Proxy Season

Our preliminary list of important planning considerations for the 2020 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes to...more

Perkins Coie

2019 Corporate Governance Hot Topics

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The following update highlights recent corporate governance hot topics and trends for directors of public companies. Board Oversight of Mission-Critical Risks - In June 2019, the Delaware Supreme Court allowed a Caremark...more

White & Case LLP

SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements - And Provides Guidance on the Significantly Streamlined...

White & Case LLP on

On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more

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