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Recently issued interpretive guidance from the SEC staff offers some answers for companies that find themselves having to decide whether and when to check one or both of the boxes on Form 10-K related to financial...more
On April 25, the SEC staff added two new Compliance and Disclosure Interpretations (CDIs), revised 20 CDIs and withdrew three CDIs related to 10b5-1 plans. The SEC staff largely revised the CDIs to conform to the 2022 Rule...more
On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more
Approaches to Giving Guidance during Economic Uncertainty - As companies issue guidance during this period of economic uncertainty, their earnings announcements are taking different approaches, including...more
The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more
A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more
Each year in our Annual Memo, 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 20-F....more
Public companies should be aware of new disclosure requirements for their upcoming Form 10-K filings for the fiscal year ended 31 December 2024 (2024 Form 10-K) and for their upcoming Proxy Statements to be filed in 2025...more
It’s Annual Reporting season again for most public companies. The Securities and Exchange Commission (SEC) has released numerous new disclosure obligations for the upcoming filing period. Companies should take the time to...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
As the calendar year flips over to 2024, we want to remind registrants about several new rules that will impact disclosure for the 2023 Form 10-K and 2024 proxy season, update the status of some pending Securities and...more
Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
As 2023 comes to an end, we are pleased to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we present our To Do Lists in four separate SW Benefits Updates. Part 1 covered health and welfare plan...more
A number of significant regulatory, legal, market, and ESG-related developments and issues will affect how public companies approach the upcoming year-end reporting process. As in past years, Mintz has prepared an in-depth...more
As we head into year-end, annual reporting season is just around the corner. Over the past 12 months, the SEC has been active on the rulemaking front, resulting in numerous new disclosure obligations for issuers during the...more
The FAQs offer practical advice for listed companies implementing compliant policies. Key Points: ..By December 1, 2023, all companies listed on the NYSE or Nasdaq must adopt clawback policies that comply with listing...more
On June 9, 2023, the Securities and Exchange Commission (SEC) approved proposed amendments of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) to their respective listing standards to implement the...more
As we near June 30, 2023, companies are advised to get a jump start on disclosure changes and possible updates to upcoming Form 10-Qs (or Form 10-Ks in the case of non-calendar year companies). The SEC recently updated the...more
Several recent developments with the U.S. Securities and Exchange Commission (“SEC”) come into effect this year, including the new pay-versus-performance proxy disclosure as well as new Rule 10b5-1 rules and related...more
Securities and Exchange Commission rulemaking continued at a brisk pace in the first quarter of 2023 as the Commission implemented several significant reporting and compliance regulations adopted in 2022. Final rules and...more
The U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance recently released updates to several Compliance & Disclosure Interpretations (C&DIs) related to the SEC’s recently adopted rules directing...more
The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments and updated disclosure requirements that are to be included in a reporting company’s annual report on Form 10-K or 20-F. The SEC has also proposed...more
As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd-Frank Act by directing national securities exchanges and associations, such as the New York Stock...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted rules directing the national securities exchanges to create listing standards requiring listed companies to develop and implement policies that...more