Podcast: Managing Trade Secrets and Restrictive Covenants in Health Care M&A Deals - Diagnosing Health Care
In the Gulf Cooperation Council (GCC) region, mid-market capitalization investors have a unique opportunity to acquire or establish Shared Service Centers for their portfolio companies. This would provide scale for...more
On Thursday last week, the SEC’s Investor Advisory Committee voted to approve, with two abstentions, a subcommittee recommendation regarding human capital management disclosure. You probably remember that, in 2020, during the...more
Recently published research suggests that transparency in information disclosures from organizations influence efficiency, effectiveness, and trust. Given this knowledge, the increasing trend of public human capital...more
ESG IN A NUTSHELL - The goal of Environmental, Social, and Governance (ESG) programs is simple: minimize risk, increase shareholder value, and contribute to solving societal problems; but do so in a way that is at the same...more
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
Driven by societal change and climate urgency, and the clamor for equity and transparency, regulators have introduced new Environmental, Social, and Governance (ESG) disclosure regulations that are designed to provide...more
The latest legal buzzword, ESG, represents the environmental, social and governance factors that many corporations are now required to consider and disclose alongside traditional financial information such as operating...more
Environmental, Social and Governance (“ESG”) related disclosures became a topic of contention in March of 2021 with the introduction of an ESG related task force by the Securities and Exchange Commission (“SEC”). Facing...more
COVID-19 has not only accelerated dramatic shifts within the healthcare industry, but it has also become a catalyst for change in workforce strategies. In this special report, McDermott Partner Michael Peregrine offers...more
Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the 2022 reporting season for public companies....more
Today, Shearman & Sterling released its 19th annual Corporate Governance & Executive Compensation Survey, which finds that the boards of directors of the largest 100 U.S. companies have maintained their strong focus on...more
[co-authors: Timothy Cotter and Kathryn Hastings, SullivanCotter; David Jarrard, Jarrard Inc.; Ken Kaufman and Andrew Majka, KaufmanHall; Zachary Morfin, PhD., and David Nygren, PhD., Nygren Consulting; Scott Steffens, Grant...more
On Tuesday last week, SEC Chair Gary Gensler gave testimony before the Senate Committee on Banking, Housing and Urban Affairs. His formal testimony covered a number of topics on the SEC’s agenda that Gensler (and others)...more
Companies concerned with the latest focal point of corporate governance are paying attention to human capital – and have started to recognize that one of the cornerstones of this initiative includes a commitment to employee...more
Who should ‘own’ ESG? It is an important question - one we have received from our customers and readers, and one that is currently being discussed by some leading voices on sustainability, governance risk & compliance,...more
When, in August 2020, the SEC considered adopting a new requirement to discuss human capital as part of an overhaul of Regulation S-K, the debate centered largely on principles-based versus prescriptive regulation—a debate...more
A NIRI Philadelphia chapter virtual meeting addressed new SEC “human capital” disclosure requirements and stricter proxy advisor policies on board diversity that will shape corporate reporting during the coming year. ...more
Last summer, the Securities and Exchange adopted amendments to Item 101 of Regulation S-K requiring, to the extent the disclosure is material to an understanding of a registrant’s business taken as a whole, a description of...more
In November 2020, amendments to Reg S-K to modernize the required business narrative became effective. The amendments including changes related to disclosure about a company’s human capital resources, replacing a requirement...more
In August, the SEC amended the Reg S-K disclosure requirements related to the descriptions of business, legal proceedings and risk factors. Probably the most significant change was the enhancement of the disclosure...more
Recent trends in corporate governance best practices for privately held companies show a shift away from the previous view of Boards of Directors solely as a formality. Increasingly, private companies are realizing the value...more
The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more
On August 26, 2020, the Securities and Exchange Commission (SEC) announced, as part of its ongoing initiative to modernize Regulation S-K disclosure, amendments that add human capital resources as a separate disclosure topic,...more
Seyfarth Synopsis: The SEC announced a new “human capital” disclosure requirement, to take effect thirty days after publication in the Federal Register. The language of the rule does not give much by way of guidance—on...more
With the SEC presumably about to adopt enhanced disclosure requirements for human capital next week, this new report from the World Economic Forum in Davos, prepared in collaboration with consultant Willis Towers Watson,...more