Tariffs and Trade Series: What Boards of Directors Need to Know
Third-Party Risk The competitive world of banking struggles to keep up with technological advances, particularly in a regulatory environment.
The Privacy Insider Podcast Episode 4: Don't Be Evil: In the Hot Seat of Data Privacy, Part 1
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
“Monsters, Inc.” y el buen gobierno corporativo
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 322 -- Checking in on Caremark Cases
Compliance into the Weeds: What Are Boards Doing About AI (Hint: Not Much)
Conflictos de interés en Colombia, nueva regulación
The Informed Board Podcast | CEO Succession Planning on a Clear Day
Podcast - Deberes fiduciarios de los administradores
Innovation in Compliance - Diligent 5-Part Series - Building a Stronger Culture of Compliance Through Targeted and Effective Training: Part 5 - The Role of the Board
One Month to a More Effective Compliance Program with Boards – Day 14 - Boards and Doing Business in China
One Month to a More Effective Compliance Program with Boards - Day 9 - Board Governance and Risk Oversight
One Month to a More Effective Compliance Program with Boards – Day 5 - OIG Guidance for Boards Regarding Compliance
Nonprofit Basics: Meeting Minutes Best Practices
One Month to a More Effective Compliance Program with Boards - Day 1 - Legal Requirements of the Board Regarding Compliance
Innovation in Compliance - Key Board Issues Going Forward with Christina Bresani
The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more
When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more
As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit, in a 9-8 en banc decision, vacated the approval of Nasdaq's board diversity rules by the Securities and Exchange Commission (SEC). The court held that the...more
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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