News & Analysis as of

Public Disclosure Corporate Governance

BCLP

Is your company approaching AI intelligently?

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While new forms of artificial intelligence and machine-learning systems, or AI, have garnered headlines in the mainstream press, many companies are evaluating its use in their businesses. Perhaps to a greater extent than with...more

Barnea Jaffa Lande & Co.

Public Corporations and Public Announcements – between the Rock of Israeli Competition Law and the Hard Place of Securities Law

Companies’ public disclosures about their business operations are quite common. However, they are also fraught with concerns about violating the Israeli Economic Competition Law.   Public announcements in the media may...more

Fenwick & West LLP

ESG in Silicon Valley: A Look at the ESG Disclosure Practices of the SV 150 - March 2022

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Throughout the last few years, investors, proxy advisors, governance professionals and a number of stakeholders have expressed a keen interest in how companies are managing their environmental, social and governance (ESG)...more

BCLP

Delaware Chancery Court Decision Highlights Risks of Liability for Directors in SPAC Deals

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A recent Delaware Chancery Court decision highlights the liability risks faced by directors and sponsors of special purpose acquisition companies (“SPACs”) and the importance of robust disclosure in protecting against those...more

Morgan Lewis

SEC Enforcement and Public Companies – 2020 Key Cases and What We Expect in 2021

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Most media accounts suggest that the incoming Biden administration will usher in a more “aggressive” SEC enforcement posture, with renewed emphasis on investigating potential fraud and controls deficiencies at public...more

WilmerHale

SEC Amends Rule 15c2-11 to Enhance Publicly Available Information For Securities Quoted in the Over the Counter Markets

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The Securities and Exchange Commission (SEC) has amended Rule 15c2-11 (the amended Rule), which governs the publication of quotations in the over-the-counter (OTC) markets, i.e., quotes that are published away from a...more

Williams Mullen

Climate Initiatives Will Impact Industry

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Current and future climate initiatives at the federal and state levels are having and will have very significant impacts on industry. Most view climate initiatives as only a utility issue, but that is not the case....more

White & Case LLP

COVID-19: Legal Issues and Considerations

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The profound impact of the measures being taken to contain the spread of the novel coronavirus (“COVID-19”) is creating a host of issues for businesses and their employees. Legal concerns relate to corporate governance,...more

Fenwick & West LLP

A Senior Executive Is Seriously Ill. When Should a Company Disclose the News?

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The death of Oracle CEO Mark Hurd in October has highlighted a longstanding public company dilemma: whether and when to disclose the news that a senior leader has a serious health challenge. Not only is the topic sensitive...more

White & Case LLP

A Survey of Sustainability Disclosures by Small- and Mid-Cap Companies

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In light of the heightened focus on environmental and social (“E&S”) disclosure, White & Case’s Public Company Advisory Group conducted a survey of E&S website disclosures of 84 small- and mid-cap US public reporting...more

A&O Shearman

UK Regulator Considers Potential Regulatory Refinements for Climate Change

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The U.K. Financial Conduct Authority has published a Discussion Paper on climate change and green finance in which it calls for comment on potential changes to its regulatory approach in these areas. The Discussion Paper sets...more

Dorsey & Whitney LLP

The SEC’s Recent Settlement with Tesla and Elon Musk Teaches Us a Valuable Corporate Governance Lesson

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The SEC’s settlement with Tesla and Elon Musk teaches us some important corporate governance lessons on monitoring and vetting executive use of social media. As background, on August 7, 2018, the markets were surprised by...more

Bennett Jones LLP

Securities Regulators Anticipate Greater Requirements on Climate Change Disclosure

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On April 5, 2018, the Canadian Securities Administrators (CSA) published CSA Staff Notice 51-354 Report on Climate change-related Disclosure Project, which reports the findings of their project to review disclosure by...more

Foley Hoag LLP - Environmental Law

Shareholder Activism on Climate Is Only Going to Increase

While EPA continues to go backwards on climate, evidence continues to mount that investors are only going to get more aggressive. There were two developments worth noting this month. First, Bloomberg Markets reported that...more

Bennett Jones LLP

Institutional Investors Call for Increased, Standardized, Climate-Related Disclosures

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On October 26, 2017, 30 Canadian financial institutions representing $1.2 trillion in investment assets (the Signatories), including Desjardins and Vancity, issued a declaration (the Declaration) of commitment to advancing...more

Bennett Jones LLP

New TSX Rules Regarding Disclosure on Listed Issuers Websites

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On April 1, 2018, the Toronto Stock Exchange (TSX) Company Manual will be amended to include a newly adopted section 473 that addresses certain disclosure requirements related to the websites of listed issuers. Section 473 is...more

Jones Day

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

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The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

WilmerHale

2017 EY Survey Reports Steady Increase in Voluntary Audit-Related Disclosures

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In its sixth annual report on voluntary audit committee reporting to shareholders, Ernst & Young observed “similar increases in voluntary audit-related disclosure as in the past several years, with steady growth in certain...more

Cooley LLP

Alert: ISS Peer Group Submission Process for 2017 Annual Meetings

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Each year, Institutional Shareholder Services (ISS) constructs its own peer groups to analyze companies' executive pay and relative company performance. In doing so, it takes into account each company's self-selected peer...more

Parker Poe Adams & Bernstein LLP

Considering Stewardship and Corporate Governance in the UK

A recent announcement regarding the UK’s Stewardship Code serves as a reminder of the current similarities and differences between the US and UK corporate governance schemes, as well as their ongoing convergence. By way...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual...

In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more

Dorsey & Whitney LLP

Preparing for the 2015 Proxy Season

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Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

Morgan Lewis

Increasing Focus on Expansion of Audit Committee’s Report

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Recommendations that audit committees provide more robust discussions in their reports that are included by public companies in their proxy statements are getting more attention. The Audit Committee Collaboration’s report,...more

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