News & Analysis as of

Comment Period Proposed Rules Corporate Governance

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Announces Proposed 162(m) Regulations Defining the Scope of Expanded Covered Employees

On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the...more

WilmerHale

Recent PCAOB Developments for Audit Committee and Companies

WilmerHale on

The Public Company Accounting Oversight Board (PCAOB) has had one of its busiest years in recent memory, including with respect to standard setting, inspections and enforcement. Below is a summary of notable developments that...more

Wilson Sonsini Goodrich & Rosati

SEC Reopens Comment Period for Proposed Amendments to Beneficial Ownership Reporting Rules

On April 28, 2023, the U.S. Securities and Exchange Commission (SEC) reopened the comment period for its rulemaking proposal, Modernization of Beneficial Ownership Reporting, through the later of 30 days after the reopening...more

BakerHostetler

SEC Reopens Comment Period for Certain Comments Submitted Between June 2021 and August 2022, Including on Climate-Related...

BakerHostetler on

​​​​​​​The U.S. Securities and Exchange Commission (SEC) issued a release on Oct. 7, 2022 (Release No. 33-11117, the “Release”) indicating that it was reopening comment periods for 11 proposed rules and a request for comment....more

WilmerHale

SEC Revisits Shareholder Proposal Rule

WilmerHale on

The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more

Orrick, Herrington & Sutcliffe LLP

The SEC’s Proposed Amendments to Rule 14a-8: Implementing Substantial Changes to the Shareholder Proposal Exclusion Framework

Over the better part of two decades, the SEC has been narrowing the bases for excluding shareholder proposals, resulting in greater access to proxy statements for shareholders to force a vote on a wide array of topics,...more

Mayer Brown Free Writings + Perspectives

SEC Extends/Reopens Comment Periods for Certain Rulemakings, Including The Enhancement and Standardization of Climate-Related...

The US Securities and Exchange Commission (SEC) rulemaking process has received much attention under Chair Gensler’s leadership not only because of the volume and substance of proposed rules, but also because of the...more

McCarter & English, LLP

SEC Proposes Rules for Enhancement and Standardization of Climate-Related Disclosures

The Securities and Exchange Commission has proposed new rules that would require and standardize public companies’ climate-change disclosures to investors. Under the proposed rules, which would apply to both domestic...more

BCLP

Commenters battle over SEC 13D proposal; strong pushback from market participants

BCLP on

Following the April 11 expiration of the comment period for the SEC’s dramatic proposal to amend the 13D/13G rules, we reviewed submissions to the SEC from some of the notable commenters. While a number of corporations and...more

Hogan Lovells

SEC proposes expansive climate-related disclosure rules - SEC Update

Hogan Lovells on

On March 21, in one of its most significant rulemakings in recent years, the Securities and Exchange Commission proposed rules that would require public companies to provide investors with extensive, consistent, and...more

Fenwick & West LLP

SEC Proposes New Rules to Enhance Disclosure and Investor Protection Relating to SPACs and Projections – Impact on Target...

Fenwick & West LLP on

The U.S. Securities and Exchange Commission has proposed new rules and amendments (the Proposed Rules) to enhance disclosure and expand liability in initial public offerings by special purpose acquisition companies (SPACs)...more

Benesch

SEC Proposed Rule-Making - Part I: SEC Proposal on Enhancement and Standardization of Climate-Related Disclosures

Benesch on

In sports, the rules of the game allow for consistent guidance in the face of ambiguity on a given call, as well as allow for comparison across teams, leagues, seasons, and years. SEC Chairman Gary Gensler made this analogy...more

K&L Gates LLP

SEC Issues Climate-Related Risk Disclosure Rule Proposal

K&L Gates LLP on

The Biden administration has prioritized environmental, social, and governance (ESG) risks to capital markets, particularly climate-related financial risks (discussed in our previous alert, Biden Administration ESG Activity...more

Fenwick & West LLP

SEC Proposes New Rules to Enhance Reporting of Cybersecurity Issues

Fenwick & West LLP on

The U.S. Securities and Exchange Commission has proposed rules and amendments to enhance and standardize the reporting on cybersecurity risk management, strategy, governance and incidents disclosed by public companies....more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Changes to Beneficial Ownership Reporting

On February 10, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3-1 to approve proposed changes to public company beneficial ownership reporting requirements. The SEC has long considered such changes to the...more

Herbert Smith Freehills Kramer

SEC Proposes Changes to Share Repurchase Disclosure Rules and 10b5-1 Plans

The Securities and Exchange Commission (SEC) has issued for comment two separate but related proposed rule amendments regarding share repurchases and 10b5-1 Plans. The comment period will remain open for 45 days after...more

Sullivan & Worcester

SEC proposals re: repurchase plan disclosures

Sullivan & Worcester on

The SEC today proposed rule changes regarding the disclosure of share repurchase plans. The proposed rules would require an issuer to provide a new Form SR before the end of the first business day following the day the issuer...more

WilmerHale

Update on Recent Developments Ahead of FY21 Reporting Season

WilmerHale on

As year-end fast approaches, there has been no shortage of regulatory developments relevant to the upcoming financial reporting season. Several of these developments are summarized below....more

Cooley LLP

Blog: SEC revisits 2015 Dodd-Frank clawback proposal—opens public comment period

Cooley LLP on

It’s time to dig back into your mental archives for 2015. That’s when the SEC, by a vote of three to two, initially proposed rules to implement Section 954 of Dodd-Frank, the clawback provision. But the proposal was...more

BCLP

Nasdaq Board Diversity Proposal Faces Backlash

BCLP on

Nasdaq’s recent proposal mandating board diversity faces backlash, as 12 Republican senators on the U.S. Senate Banking Committee last week urged the SEC not to approve the proposed rules, which would require all U.S....more

Proskauer Rose LLP

SEC Proposes Increasing the 13F Threshold to $3.5 billion

Proskauer Rose LLP on

On July 10, 2020, the Securities and Exchange Commission (“SEC”) proposed significantly increasing the reporting threshold requiring the filing of a Form 13F to $3.5 billion, a 35-fold increase from the current threshold....more

Dorsey & Whitney LLP

SEC Chairman Issues Public Statement Encouraging Public Companies to Make Prompt COVID-19 Disclosure; No Action on Certain...

Dorsey & Whitney LLP on

On April 2, 2020, SEC Chairman John Clayton, issued a public statement amid the ongoing COVID-19 pandemic. In the statement, Chairman Clayton stated that the Commission and its staff remain focused on protecting the interests...more

WilmerHale

CFTC Ends 2019 with Rulemaking Flurry

WilmerHale on

The Commodity Futures Trading Commission (CFTC or Commission) at year-end issued one final and two proposed rulemakings. The proposed rules are potentially significant for all swap market participants, and the final rules are...more

Akin Gump Strauss Hauer & Feld LLP

SEC Proposes Amendments to Rules Governing Proxy Advisors and Proxy Voting Advice

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to its rules governing proxy solicitations. If adopted in their current form, these proposals could significantly affect interactions...more

Dorsey & Whitney LLP

SEC Adopts Proposed Rules for Procedural Requirements and Resubmission Thresholds for Shareholder Proposals and Exemptions from...

Dorsey & Whitney LLP on

At the Securities and Exchange Commission’s (the “Commission”) open meeting yesterday, the Commissioners approved two new proposed rules in their ongoing efforts to modernize proxy solicitation and shareholder proxy access,...more

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