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Securities and Exchange Commission (SEC) Disclosure Requirements New York Stock Exchange

Davis Wright Tremaine LLP

A Significant Development for Broker-Dealers Quoting Fixed Income Securities

As a follow-up to our prior discussion in this area, this article addresses a recent exemption issued to the New York Stock Exchange ("NYSE") by the Securities and Exchange Commission ("SEC") that allows for increased trading...more

Ropes & Gray LLP

Capital Markets & Governance Insights - January 2025

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Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more

Carlton Fields

The Mysterious Boundary Beyond Which “Personal” Relationships Jeopardize a Director’s Independence

Carlton Fields on

In a recent enforcement action, the SEC concluded that the relationship between James Craigie and an officer of Church & Dwight Co. fatally undermined Craigie’s status as an “independent director” of the company under New...more

Cooley LLP

SEC approves NYSE proposal to limit the use of reverse stock splits to regain compliance with price criteria

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In October last year, the NYSE proposed, like Nasdaq, to take on the challenge of repeated reverse stock splits by limiting the circumstances under which a listed company could use a reverse stock split to regain compliance...more

Eversheds Sutherland (US) LLP

Fifth Circuit rejects Nasdaq's board diversity rule approved by SEC

After various legal battles over the past four years, a recent en banc decision by the Fifth Circuit Court of Appeals vacated the Securities and Exchange Commission’s (SEC) approval of the Nasdaq board diversity proposal,...more

Bradley Arant Boult Cummings LLP

Fifth Circuit Court of Appeals Strikes Down Nasdaq Board Diversity Disclosure Rules

On December 11, 2024, the Fifth Circuit Court of Appeals held that the Securities and Exchange Commission (SEC) does not have the authority to approve Nasdaq’s board diversity disclosure rules. As a result, Nasdaq-listed...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

Procopio, Cory, Hargreaves & Savitch LLP

Corporate Annual Reporting Season is Here Again: Tips for Public Companies

It’s Annual Reporting season again for most public companies. The Securities and Exchange Commission (SEC) has released numerous new disclosure obligations for the upcoming filing period. Companies should take the time to...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

Snell & Wilmer

Corporate Communicator - 2024 Annual Meeting Season

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Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more

Nelson Mullins Riley & Scarborough LLP

The SEC’s New Clawback Rules: Things to Know as the Deadline to Adopt Compliant Policies Approaches

Companies listed on the New York Stock Exchange (NYSE) and Nasdaq have until Dec. 1, 2023, to adopt clawback policies that comply with the listing standards mandated by the Securities and Exchange Commission (SEC) in Rule...more

Paul Hastings LLP

Public Company Watch: October 2023

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In the October edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC adopting rules modernizing beneficial ownership reporting and short sale reporting, and issuing new C&DIs...more

Vinson & Elkins LLP

Vinson & Elkins' Quarterly Securities & ESG Updates - Fall 2023

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Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more

Cooley LLP

NYSE proposes listing standards for a “natural asset company”—what’s that?

Cooley LLP on

The NYSE has proposed to adopt new listing standards for the common equity securities of a “Natural Asset Company,” a new type of public company defined by the NYSE as “a corporation whose primary purpose is to actively...more

Katten Muchin Rosenman LLP

See Katten's Model Clawback Policy as Mandatory Rules Take Effect

As we previously noted, the Securities and Exchange Commission (SEC) adopted long-delayed rules on October 26, 2022, which will require companies to implement mandatory "clawback" policies with respect to incentive-based...more

Sheppard Mullin Richter & Hampton LLP

Stock Exchange Deadline Approaches for Adopting SEC Compliant Clawback Policy

With the Labor Day holiday now in the rear view mirror, we wanted to remind companies whose shares are listed on the NYSE/Nasdaq stock exchanges that the deadline for implementing a so-called “Clawback Policy” is fast...more

Vinson & Elkins LLP

V&E Quarterly Securities & ESG Updates - Summer 2023

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Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more

Husch Blackwell LLP

Preparing for December 1 Compliance with NYSE and Nasdaq Clawback Policy Listing Standards

Husch Blackwell LLP on

On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more

Goodwin

SEC Approves December 1st Deadline for NYSE and Nasdaq Clawback Policies: Preparations Companies Should Consider Undertaking Now

Goodwin on

On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments filed earlier that week by the New York Stock Exchange (NYSE) and The Nasdaq Stock Exchange (Nasdaq) that, among other things, provided...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Provides Update on Timing of Dodd-Frank Clawback Rules

Earlier this week, the U.S. Securities and Exchange Commission (SEC) updated the expected timeline for finalizing the New York Stock Exchange (NYSE) and Nasdaq listing standards requiring listed companies to adopt clawback...more

Fenwick & West LLP

Diversifying the Boardroom: What Silicon Valley-Based and Other Large Public Companies Disclosed in 2022

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The intense focus on board diversity from a variety of stakeholders over the last several years has spurred many companies to examine the composition of their boards and to take action to diversify their boardrooms. While the...more

Saul Ewing LLP

Public Companies Quarterly Update (Q1 2023)

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Welcome to the first edition of Saul Ewing’s Public Companies Quarterly Update series.  Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware.  This...more

Latham & Watkins LLP

NASDAQ and NYSE File Proposed Listing Standards for Clawback Rules

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The proposals align with the SEC’s recent rule related to the recovery of erroneously awarded incentive compensation. On February 22, 2023, the Nasdaq Stock Market LLC (Nasdaq) and New York Stock Exchange LLC (NYSE) each...more

Mintz - Energy & Sustainability Viewpoints

Preparation for 2021 Fiscal Year-End SEC Filings and 2022 Annual Shareholder Meetings

As public companies embark on the year-end reporting process, they will need to consider, and in some cases take steps to address, a number of significant developments and issues. As in past years, Mintz has prepared a...more

BCLP

2022 Proxy Season - Quick Hits

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Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more

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