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
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
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, 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
Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S....more
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2023 annual reporting season....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 St. Lucia's Day (December 13), the staff of the Securities and Exchange Commission published updates to its compliance and disclosure interpretations (CD&Is) with respect to non-GAAP financial measures. The following new...more
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
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
The Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued a sample letter on December 8, 2022, highlighting considerations that public companies that are in, or connected to, the crypto...more
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
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
This practice note discusses market trends in capital markets and securities related considerations during the COVID-19 pandemic, which began in late 2019 and has continued for more than two years. It describes how the U.S....more
On May 6, 2022, the Securities and Exchange Commission (SEC) announced a settled enforcement action against NVIDIA Corporation in connection with allegations that the technology company inadequately disclosed the impact of...more
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
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
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
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
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
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
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
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more
Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more