What is non-GAAP?
The new registration statement guidance will make capital raises by non-WKSI companies filing on Form S-3 easier, as they can proceed with offerings during periods before their proxy statements are finalized – a privilege...more
We invite you to read our latest client alert to assist in the preparation of your 10-K and 2025 annual meeting proxy statement. This alert highlights new disclosure requirements, hot topics and regulatory enforcement actions...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
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
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
Join Bass, Berry & Sims and leading environmental, social, and governance (ESG) along with corporate and securities thought leaders for the next installment of our ESG Impact Webinar series. As public companies prepare for...more
Welcome to the latest edition of Fenwick’s Securities Law Update....more
Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more
The following new SEC insider trading disclosures will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
Each year in our Annual Memo series, 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...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 2023 comes to an end, we reflect on how active the Securities and Exchange Commission’s rulemaking agenda was throughout the year. As companies prepare for their annual reports and proxy statements, we summarize new...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
The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more
2022 was a busy year in rulemaking for the Securities and Exchange Commission (SEC). As a result, there are many new disclosure requirements for companies to keep top of mind as they work through this year’s annual report,...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
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
On Aug. 25, 2022, the Securities and Exchange Commission (SEC) adopted a new rule requiring public companies (subject to some notable exceptions, described below) to disclose, in proxy statements and information statements...more
All Nasdaq-listed companies must now disclose a board diversity matrix by the later of (1) August 8, 2022, or (2) the date the company files its proxy statement for the 2022 annual meeting of shareholders (or, if companies do...more
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
The SEC announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as...more
Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
According to the proposed Nasdaq board diversity and disclosure rules, listed companies must disclose board-level diversity data and will be required to have two diverse directors—or explain why they don’t meet this...more
It has been more than 30 years since the U.S. Securities and Exchange Commission (SEC) has significantly revised any disclosure requirements relating to employees. But in August 2020, after considering comment letters from...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2021 annual reporting and proxy season. Section I of this memo, which was...more