News & Analysis as of

Securities and Exchange Commission (SEC) Board of Directors Form 10-K

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

Snell & Wilmer

SEC Reporting Update - December 2024

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Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...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

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season Part II: Proxy Statements

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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

Smith Anderson

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

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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

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season: Your Upcoming Form 10-K

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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

Cooley LLP

Public Companies Update: June One-Minute Reads

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Corp Fin issues new CDIs on Rule 10b5-1 - On May 25, 2023, the Division of Corporation Finance posted three new Compliance and Disclosure Interpretations (CDIs) regarding the affirmative defense to insider trading under...more

Goodwin

California Law Requiring Female Directors on Public Company Boards Held Unconstitutional

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Ruling Follows Similar Decision on Underrepresented Minority Directors in April 2022 - A California court has held that California Senate Bill 826, which required that “publicly held” corporations that listed a California...more

Stinson - Corporate & Securities Law Blog

Preliminary Planning for the 2022 Proxy Season

Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. - Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes...more

Morgan Lewis

Nasdaq Diversity Rules: A Quick Guide

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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

Perkins Coie

Preparing for the 2021 Public Company Reporting Season

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In anticipation of the upcoming reporting season, we highlight rule changes, guidance, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2021. During 2020, the U.S....more

McDermott Will & Emery

COVID-19 Considerations for US and European Public Companies

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The Coronavirus (COVID-19) pandemic and the responses of governments and societies to the crisis are having a profound impact on public companies and capital markets worldwide. Such companies, including those in the United...more

Wilson Sonsini Goodrich & Rosati

Coronavirus Update: Frequent Questions We Are Receiving

The novel coronavirus (COVID-19) is affecting all aspects of our clients' businesses, not to mention their personal lives. We are fielding numerous legal and practical questions in many different substantive areas and will...more

Dorsey & Whitney LLP

Did You Remember These Developments for the 2020 SEC Reporting Season?

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Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more

Allen Matkins

Secretary of State Mails Corporate Filing Reminder

Allen Matkins on

The California Secretary of State's business programs division is reminding some corporations of their annual filing obligation and California's new female director quota legislation. The reminder is being mailed to...more

Allen Matkins

Where Is Your Corporation's Principal Executive Office?

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California's new board gender quota law places great weight on the location of a corporation's principal executive offices. The law applies to a publicly held foreign corporation when its principal executive offices,...more

Allen Matkins

Why The Mandated Report On Female Directors Fails To Provide Meaningful Information

Allen Matkins on

As noted yesterday, the California Secretary of State published a report on its website concerning publicly domestic or foreign corporations with principal executive offices are located in California. This report was required...more

White & Case LLP

E&S Disclosure Trends in SEC Filings 2018 – 2019

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In light of the increased spotlight on environmental, social and governance (“ESG”) disclosures, White & Case’s Public Company Advisory Group conducted a survey of environmental and social (“E&S”) disclosures in the...more

White & Case LLP

SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements - And Provides Guidance on the Significantly Streamlined...

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On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more

Skadden, Arps, Slate, Meagher & Flom LLP

Reminders for Annual Meeting Proxy Materials

When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...more

White and Williams LLP

Insight and Analysis of California’s New Gender-Specific Board Requirements

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California Governor Jerry Brown recently signed legislation requiring all publicly-held domestic corporations and publicly-held foreign corporations headquartered within the state to comply with certain minimum gender-based...more

Morris James LLP

Court Of Chancery Explains Limits Of Incorporation By Reference In Disclosure Law

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Zalmanoff v. Hardy, C.A. 12912-VCS (November 13, 2018) - This decision holds that it is acceptable to make the needed disclosures to stockholders by sending them both a Form 10-K and proxy statement at the same time....more

Skadden, Arps, Slate, Meagher & Flom LLP

California to Require Inclusion of Female Directors at Public Corporations Based in the State

California has become the first state in the nation to require that publicly held corporations headquartered within the state include female directors on their boards. The new law, signed by Gov. Jerry Brown on September 30,...more

Opportune LLP

2018 SEC Comment Letter Trends & Disclosure Best Practices

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As we wind down the third quarter of 2018 and turn our attention toward year-end disclosures, it is helpful to review U.S Securities and Exchange Commission (SEC) comment letter trends to improve financial statement...more

Perkins Coie

Preparing for the 2018 Public Company Reporting Season

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In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more

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