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Proxy Statements

Troutman Pepper Locke

An Early Look at New Proxy Disclosures Regarding Stock Option Grant Timing

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The primary development in executive compensation disclosure for the 2025 proxy season is new Item 402(x) under Regulation S-K, relating to the disclosure of stock option grant timing policies and practices. Companies with...more

Cooley LLP

Corp Fin Starts Redlining CDI Changes!

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Sure, it’s important to know that Corp Fin recently issued three new CDIs and updated two existing CDIs regarding Notices of Exempt Solicitations (also known as “PX14A6G” filings)....more

Smith Anderson

Preparing for the 2025 Annual Report and Proxy Season

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This Client Alert provides an overview of new developments and highlights key considerations for calendar year-end public companies preparing their Annual Reports on Form 10-K for 2024 and proxy statements for annual meetings...more

Sheppard Mullin Richter & Hampton LLP

Things to Keep in Mind for Your Annual Report on Form 10-K and Proxy Statement

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

Fenwick & West LLP

2025 Reporting Season: Upcoming Disclosure Requirements for Your Form 10-K and Proxy Statement

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The following new disclosure will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more

Keating Muething & Klekamp PLL

Securities Snapshot: 4th Quarter 2024 - 2025 Reporting Season – Key Considerations

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

Polsinelli

Tax and Disclosure Considerations Related to Executive Security Benefits

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Key Takeaways - Executives and companies may deduct the cost of security benefits that meet certain requirements under the Treasury Regulations Public companies are generally required to disclose the cost of security...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

K&L Gates LLP

Key Disclosure Considerations for Your Upcoming Form 10-K and Proxy Statement

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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

Perkins Coie

Preparing for the 2025 Public Company Reporting Season

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In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider while preparing...more

Cooley LLP

SEC Enforcement charges Express for failure to disclose CEO perks

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The SEC has announced settled charges against Express, Inc., a multi-brand American fashion retailer formerly listed on the NYSE, for failing to disclose over a three-year period almost $1 million in perks provided to its now...more

Bass, Berry & Sims PLC

[Webinar] ESG Outlook: Preparing for the 2025 Reporting Season - December 17th, 12:00 pm - 1:00 pm CST

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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

Husch Blackwell LLP

Looking Ahead to the 10-K and Proxy Season: New Requirements and Considerations for the 2025 Reporting Season

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As we approach 2025, we want to remind registrants about several new rules that will impact disclosure for the 2024 Form 10-K and 2025 proxy season, note the 2025 deadlines for filings with the Securities and Exchange...more

Fenwick & West LLP

Securities Law Update - November 2024

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Welcome to the latest edition of Fenwick’s Securities Law Update....more

Cooley LLP

Fifth Circuit dismisses NCPPR appeal of Corp Fin’s Rule 14a-8 no-action relief

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You might recall that, in 2023, the National Center for Public Policy Research submitted a shareholder proposal to The Kroger Co., which operates supermarkets, regarding the omission of consideration of “viewpoint” and...more

Fenwick & West LLP

Fifth Circuit Rejects Challenge to SEC Rule 14a-8 No-Action Letter

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Public companies can breathe a sigh of relief, at least for now, that the Securities and Exchange Commission's 14a-8 regulatory process for excluding shareholder proposals remains intact....more

Wilson Sonsini Goodrich & Rosati

ISS Peer Group Submission Window Opens November 11

On November 4, 2024, ISS Governance (ISS) announced the scheduled November 11, 2024, opening of its peer group submission window for U.S. and Canadian corporations with annual meetings slated to be held between February 1,...more

Baker Botts L.L.P.

Director Independence: Beware of Who Your Friends Are

Baker Botts L.L.P. on

The Securities and Exchange Commission (the “SEC”) recently settled charges against James R. Craigie, a former CEO, Chairman and board member of Church & Dwight Co. Inc. (the “Company”), for violating proxy disclosure rules...more

DLA Piper

From Expert to Director: How to Navigate the Complexities and Scrutiny of Public Company Board Service

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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

BCLP

Why Can’t We Be Friends?

BCLP on

Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more

Cooley LLP

SEC charges director with proxy violation for failing to disclose personal relationship bearing on independence

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Last week, the SEC announced settled charges against James R. Craigie, a former CEO, Chair and board member of Church & Dwight Co. Inc., an NYSE-listed “manufacturer of consumer-packaged goods,” for “violating proxy...more

Fenwick & West LLP

Key Considerations for New Insider Trading Disclosures

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The following new SEC insider trading disclosures will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more

Cooley LLP

SEC’s Investor Advisory Committee discusses tracing in §11 litigation and shareholder proposals—will they recommend SEC action?

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Last week, at the SEC’s Investor Advisory Committee meeting, the Committee discussed two topics described as “pain points” for investors: tracing in §11 litigation and shareholder proposals. In the discussion of §11 and...more

Cadwalader, Wickersham & Taft LLP

Second Circuit Affirms Dismissal of Securities Fraud Class Action Alleging Undisclosed Projections

In Maso Cap. Invs. Ltd. v. E-House (China) Holdings Ltd., No. 22-355 (2d Cir. June 10, 2024), the United States Court of Appeals for the Second Circuit affirmed the district court’s dismissal of a putative securities-fraud...more

Allen Matkins

Is Nevada's Corporate Law "One Of The Most Comprehensive And Progressive State Corporate Acts"?

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In May, I took note of this Form 8-K filed by P.A.M. Transporation Services, Inc. announcing board approval of a plan to convert the company's state of incorporation from Delaware to Nevada.  The company has now filed...more

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