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Shareholders Disclosure Requirements Investors

KPMG Board Leadership Center (BLC)

Oversight of climate disclosures: SEC stay doesn’t mean stop

Despite the sense of relief that many companies initially felt with the SEC’s stay of its climate disclosure rules, the pause is unlikely to temper the forces demanding climate disclosures by other means. In the latest paper...more

Fenwick & West LLP

ESG Insights: Silicon Valley’s Largest Public Tech and Life Sciences Companies Expanded ESG Reporting in 2023

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Amidst challenges and conflicting demands from a variety of stakeholders, technology and life sciences companies have increased their voluntary disclosure regarding environmental, social and governance (ESG) concerns. Despite...more

NAVEX

Navigating the Landscape: Exploring the UK Corporate Governance Code and its Guiding Principles

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In the United Kingdom's corporate governance, a development recently emerged with the introduction of the UK Corporate Governance Code and its accompanying Guidance. This change aims to provide more transparent, accessible...more

Patterson Belknap Webb & Tyler LLP

Increase in Securities Litigation and Regulatory Scrutiny Concerning Artificial Intelligence

Several recent lawsuits, and comments by the U.S. Securities and Exchange Commission (“SEC”) and Federal Trade Commission (“FTC”), underscore the increasing litigation and regulatory scrutiny concerning the use of artificial...more

Mintz

Target Strikes Back at Shareholder's (Reverse) Social Justice Suit

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We recently posted about the investor who sued Target Corporation for securities laws violations arising from Target's alleged failure to warn investors about the risks associated with rolling out its 2023 Pride Collection...more

Fenwick & West LLP

SEC Adopts Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

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On October 10, 2023, the U.S. Securities and Exchange Commission adopted new rules (the Amendments) that amend Regulation 13D-G under the Securities Exchange Act of 1934 (the Exchange Act), which provide companies, and the...more

Freiberger Haber LLP

Securities Act Claims Dismissed as Time-Barred and Otherwise Insufficient

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On March 20, 2018, the United States Supreme Court decided Cyan, Inc. v. Beaver County Employees Retirement Fund, in which it unanimously held that the Securities Litigation Uniform Standards Act of 1998 does not strip state...more

Proskauer - Minding Your Business

Without Merit: A Cautionary Tale About Boilerplate Litigation Disclosures in Public Company Filings

Counsel for public companies—it may be time to take another look at your litigation disclosures. A recent federal district court opinion held that one company’s use of the phrase “without merit” to describe ongoing litigation...more

Fenwick & West LLP

ESG Reporting for Private Companies

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As we have noted in our previous report, environmental, social and governance (ESG) issues have garnered significant attention from a variety of stakeholders, resulting in increased reporting by many companies. While much of...more

Fenwick & West LLP

ESG Insights: Silicon Valley’s Largest Public Tech and Life Sciences Companies Stepped Up ESG Reporting Last Year

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Environmental, social and governance (ESG) concerns and how companies respond to them continue to generate scrutiny from a large number of stakeholders. Last year, in our ESG in Silicon Valley: A Look at the ESG Disclosure...more

White & Case LLP

The INDEX Act: A challenge to the voting influence of institutional investors that may yield unintended consequences

White & Case LLP on

The Act's supporters say it would shift voting power from large investment advisers to individual investors, but the reality could be far more complex - The INDEX Act arrives at a moment of increasing resistance to ESG...more

Cooley LLP

SEC charges executives with insider trading— purported 10b5-1 plan provided no defense

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It may look like just another run-of-the-mill insider trading case, but there’s one difference in this settled SEC Enforcement action: according to the SEC, it involved sales under a purported 10b5-1 trading plan while in...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for August 2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more

McCarter & English, LLP

SEC Proposes Amendments to Rules Affecting SPACs

The commissioners of the SEC have proposed new rules and amendments that would require greater disclosures from special-purpose acquisition companies (SPACs). The proposed rules were made in reaction to concerns over the...more

Fenwick & West LLP

SEC Proposes Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

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On February 10, 2022, the U.S. Securities and Exchange Commission issued a proposal (Proposed rules: Modernization of Beneficial Ownership Reporting) that would amend Regulation 13D-G under the Securities Exchange Act of 1934...more

Cooley LLP

Gensler on SPACs: treat like cases alike

Cooley LLP on

What could Aristotle possibly have to say about SPACs? In remarks on Thursday before the Healthy Markets Association, SEC Chair Gary Gensler shared his thoughts on the regulation of SPACs with a theme drawn from antiquity:...more

Cooley LLP

Blog: Early SEC Enforcement Trends from Chairman Gary Gensler’s First 100 Days

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Gary Gensler was sworn in as chair of the Securities and Exchange Commission on April 17, 2021. Chairman Gensler has promised to strengthen transparency and accountability in the financial markets. Under Chairman Gensler, we...more

Perkins Coie

ESG Claims in an Era of Heightened Regulatory and Litigation Risks

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From investors and shareholders to customers and employees, key stakeholders are increasingly demanding both corporate action and broad-based public disclosure of environmental, social, and governance (ESG) issues. As...more

Pillsbury Winthrop Shaw Pittman LLP

New ESG Disclosure Guide for Leveraged Finance Transactions

The LMA and ELFA have jointly published guidance to provide clarity in the market regarding ESG disclosures. The publication of guidance reflects the growing interest in ESG factors and their importance in leveraged...more

Goodwin

Financial Services Weekly Roundup: SEC Proposes Modified Disclosure Framework For Funds

Goodwin on

In the News. The Securities and Exchange Commission (SEC) proposed modifying the disclosure framework for mutual funds and exchange-traded funds (funds), which would create a new layered disclosure regime that attempts to...more

Goodwin

State Street and BlackRock Tell Public Company Directors That The Time Is Now To Focus On Sustainability and ESG

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In January 2020, two of the largest asset managers, State Street Global Advisors (SSGA) and BlackRock, emphasized that they will hold Boards of Directors accountable for not making significant progress on sustainability and...more

White & Case LLP

Human rights benchmarks: Corporate performance rankings on the rise: The business case for understanding human rights and ESG...

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The strategic value of paying attention to areas that benchmarks assess - Some companies are skeptical about engaging with human rights and ESG benchmarking, because they question whether human rights and ESG disclosures...more

Vedder Price

SEC Proposes Rule Changes for Proxy Advisory Firms

Vedder Price on

On November 5, 2019, the SEC issued a release proposing amendments to the federal proxy rules that are intended to enhance the accuracy and transparency of information provided by proxy advisory firms to investors and...more

A&O Shearman

Asset managers, life insurance companies and pension funds: engage or explain

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On 1 August 2019, the Luxembourg legislator implemented the second shareholder right directive (SRD II) by amending the law of 24 May 2011 relating to the exercise of certain shareholder rights at general meetings of listed...more

Cooley LLP

Blog: Is it time for corporate political spending disclosure?

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A new bill that has been introduced in the House, H.R. 1053, would direct the SEC to issue regs to require public companies to disclose political expenditures in their annual reports and on their websites. While the bill’s...more

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