News & Analysis as of

Disclosure Securities and Exchange Commission (SEC) Proxy Statements

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Updates in Delaware Disclosure Law

The Delaware Supreme Court recently issued two opinions weighing in on the scope of disclosures involving board advisors in connection with M&A transactions that warrant close attention. In both rulings — each written en banc...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues New and Revised Pay-Versus-Performance Compliance & Disclosure Interpretations

On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Clarifies Heightened Standard for Recovery of Attorneys’ Fees in Disclosure-Based Deal Litigation

In Anderson v. Magellan Health, Inc., No. 2021-0202, — A.3d —-, 2023 WL 4364524 (Del. Ch. July 6, 2023) (McCormick, C.), the Delaware Court of Chancery addressed the circumstances under which the Court will award a...more

Vinson & Elkins LLP

Not Lovin’ It: SEC’s Settlement With McDonald’s Former CEO Highlights Continued Focus on Executive-Related Disclosures

Vinson & Elkins LLP on

On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more

White & Case LLP

Ten Key Considerations for the 2023 Annual Reporting and Proxy Season Part I: Form 10-K Considerations

White & Case LLP on

Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories: 1. Six Housekeeping Considerations:...more

White & Case LLP

Key Considerations for the 2022 Annual Reporting and Proxy Season

White & Case LLP on

This memorandum outlines key considerations for U.S. public companies in preparation for the 2022 annual reporting and proxy season.   ▪️ Part I of this memo, which was published in January 2022, describes key...more

Bass, Berry & Sims PLC

Behind the SEC Curtain - Practical Tips for Interacting with the SEC Staff

Bass, Berry & Sims PLC on

I recently presented to the Corporate & Securities Law Committee of the Association of Corporate Counsel (ACC) on the topic entitled “Behind the SEC Curtain: Practical Tips for Interacting with the SEC Staff.” The...more

Cooley LLP

Blog: Another Study Shows Increase In Enhanced Disclosures Regarding The Audit Committee

Cooley LLP on

The Center for Audit Quality and Audit Analytics have jointly released their second-year analysis, Audit Committee Transparency Barometer. The analysis, which studied proxy statements of companies in the S&P Composite 1500,...more

Cooley LLP

Blog: Highlights From Panels With Current And Former Staff Of Corp Fin

Cooley LLP on

Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Parker Poe Adams & Bernstein LLP

Sustainability Reporting–Something to Consider

It’s common knowledge that investors, analysts and other stakeholders view certain non-financial information as increasingly important indicators of a company’s long-term value. This information tends to be grouped into three...more

Cohen & Gresser LLP

Top Disclosure and Governance Tips for 2014

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The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the...more

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