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Fenwick & West LLP

Securities Law Update - April 2025

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Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more

WilmerHale

Selected Reminders for Companies Ahead of First Quarter Reporting

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Global events over the past quarter have had and continue to have a variety of disparate impacts on public companies. Below are some selected disclosure reminders to keep in mind for the upcoming quarterly reporting season,...more

BCLP

How Should Companies Update Risk Factors and MD&A During a Global Trade War?

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As companies prepare to file Form 10-Qs, they should give special attention to risk factors in light of recently announced global tariffs. The situation is particularly challenging due to the fluid environment, including the...more

WilmerHale

Preparing for Cybersecurity Disclosure as a Public Company

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The SEC, investment banks and other stakeholders are increasingly focused on cybersecurity in IPO companies given the potential financial, legal and reputational risks....more

A&O Shearman

FORMS 10-K AND 20-F - Preparing for your Annual report

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This guide discusses important themes and trends for the coming annual reporting season. It also includes a “housekeeping checklist” designed to assist you as you prepare your annual report. ANNUAL CYBERSECURITY...more

Dorsey & Whitney LLP

Comparison of Canadian and U.S. Securities Laws

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Last month, I was invited to speak to the Canadian Securities Administrators, focusing on how U.S. securities exemptions, prospectus forms, and continuous disclosure requirements differ from their Canadian counterparts. One...more

Latham & Watkins LLP

AI and ESG How Companies Are Thinking About AI Board Governance

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Questions around the governance of artificial intelligence (AI) have come to the fore via recent, prominent US shareholder proposals and first-of-their kind enforcement actions, which we describe in depth here. It is in this...more

Vinson & Elkins LLP

SEC’s Final Climate-Related Disclosure Rules

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After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more

BCLP

The Supreme Court Considers Item 303 Violations as Basis for Securities Fraud Claims

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Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more

Mayer Brown Free Writings + Perspectives

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for Non-US Issuers

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Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for US Issuers

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Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

Paul Hastings LLP

Public Company Update: Things to Keep in Mind for the 2024 10-K Season

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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

Wilson Sonsini Goodrich & Rosati

Reminders for Preparing the Annual Report on Form 10-K

Management’s Discussion and Analysis (MD&A). MD&A rules require companies to “describe any known trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net...more

BakerHostetler

Preparing for the 2023 Proxy and Annual Reporting Season: Key Issues and Considerations

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Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more

Vinson & Elkins LLP

[Webinar] Navigating the 2023 Annual Meeting and Reporting Season - November 17th, 9:00 am - 12:00 pm CT

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In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more

BCLP

2023 proxy and annual report season - things to add to your “Don’t Forget” list

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As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist. Those items, along with a few other “hot topics,” include the...more

Davies Ward Phillips & Vineberg LLP

Davies Governance Insights – September 2022

Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on. ...more

Bass, Berry & Sims PLC

SEC Staff Pushes Back on Adjusting for Normal Recurring “Public Company Expenses”

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Along with equal prominence, probably one of the most often non-GAAP comments we see issued by the U.S. Securities and Exchange Commission (SEC) Staff involves its objection to adjustments that it believes substitute...more

BCLP

Highlights of the SEC’s Proposed “Rules of the Road” for Climate-Related Disclosures

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On March 21, 2022, the SEC announced proposed new rules that would require public companies to disclose certain climate-related information in registration statements and periodic reports. Under the rules, a company would be...more

Cadwalader, Wickersham & Taft LLP

Made for TV: The SEC’s Regulatory Posture on Climate Risk

Climate change-related risks to the U.S. financial system are attracting increasing public attention in recent years and are raising questions about how U.S. financial regulators, including the U.S. Securities and Exchange...more

Mayer Brown Free Writings + Perspectives

Analysis of the Decade-Long Climate Change Disclosure Endeavor

In its recent white paper, “Climate Change Disclosure Report: From Omission to Commission,” Intelligize revisits the Securities and Exchange Commission (“SEC”) climate change-related disclosure guidance. The report notes that...more

White & Case LLP

Key Considerations for the 2022 Annual Reporting Season: Form 20-F and Other FPI-Specific Considerations

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This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2022 annual reporting season. This memo describes our key considerations for...more

Sullivan & Worcester

SEC’s Increased Scrutiny of Climate Risk and Disclosures Likely to Lead to Agency Rulemaking

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What public companies need to know about environmental disclosures, including recent climate risk and ESG disclosure initiatives - In fulfilling disclosure obligations under the Securities Act of 1933 and the Securities...more

Mayer Brown Free Writings + Perspectives

Market Trends 2020/21: Disclosure on Political Contributions

This practice note discusses market trends on how public companies’ political contributions, or “political spending,” is perceived to be intertwined with environmental, social, and governance (ESG) issues, and provides...more

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