News & Analysis as of

Shareholders Form 10-K

Alston & Bird

Navigating AI-Related Disclosure Challenges: Securities Filing, SEC Enforcement, and Shareholder Litigation Trends

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Companies’ accelerating reliance on artificial intelligence (AI) means heightened Securities and Exchange Commission (SEC) and shareholder plaintiff scrutiny. Our Securities Litigation Group underscores what companies need to...more

Vinson & Elkins LLP

Related Party Transactions Disclosures in SEC Crosshairs Once Again

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The Securities and Exchange Commission (“SEC”) recently brought two enforcement actions against public companies regarding related party transaction (“RPT”) disclosures. The actions against Lyft and Maximus should remind...more

Ballard Spahr LLP

Mum’s the Word: Pegasystems Reminds Companies to Think Hard Before Denigrating Pending Claims

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Summary - A recent ruling on a motion to dismiss in a shareholder putative class action, brought by an investor against software company Pegasystems (Pega) in the District of Massachusetts, should give legal leaders and...more

White & Case LLP

Ten Key Considerations for the 2023 Annual Reporting and Proxy Season Part I: Form 10-K Considerations

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Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories: 1. Six Housekeeping Considerations:...more

White & Case LLP

Key Considerations for the 2022 Annual Reporting and Proxy Season

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This memorandum outlines key considerations for U.S. public companies in preparation for the 2022 annual reporting and proxy season.   ▪️ Part I of this memo, which was published in January 2022, describes key...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

Troutman Pepper

The Latest Successful Caremark Claim

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In Teamsters Local 443 Health Services & Insurance Plan v. Chou, the Delaware Court of Chancery held, at the pleading stage, that plaintiff stockholders had stated a claim for Caremark oversight liability against certain of...more

Sullivan & Worcester

SEC Provides Conditional Regulatory Relief for Public Companies Impacted by Coronavirus (COVID-19)

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Companies May Extend Disclosure Deadlines and Implement Changes to Annual Meetings; SEC Reminds Companies of Disclosure Obligations - The Securities and Exchange Commission recently announced that it is providing...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

White & Case LLP

Key Considerations for the 2020 Annual Reporting and Proxy Season

White & Case LLP on

This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2020 annual reporting and proxy season. Section I of this memo describes our...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

Allen Matkins

California Gender Equity Quota Bill Advances

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An effort by several California legislators to impose gender quotas on publicly held corporations will be heard next week by the Banking and Financial Institutions Committee. SB 826, as amended on April 3, will apply to both...more

Mintz

Preparation for 2017 Fiscal Year-End SEC Filings and 2018 Annual Shareholder Meetings

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As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Mintz - Energy & Sustainability Viewpoints

U.S. Public Companies: Calculating Your Public Float – What You Need to Know

If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more

Wilson Sonsini Goodrich & Rosati

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

Stinson - Corporate & Securities Law Blog

Preliminary Planning for the 2017 Proxy Season

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

Parker Poe Adams & Bernstein LLP

The Next Level of Investor Communication

Last year about this time General Electric made a splash with its revamped Form 10-K, which it augmented with a short video introduction from its CEO, Jeff Immelt. This year, GE launched what it calls an Integrated Summary...more

Morgan Lewis

New SEC And PCAOB Proposals Related To Audit Committee Disclosure And Audit Quality

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OVERVIEW - On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a concept release relating to its audit committee reporting requirements. This release references two Public Company Accounting Oversight...more

Perkins Coie

SEC Proposes Rules to Implement Dodd-Frank Act Executive Compensation Clawback

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The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more

Parker Poe Adams & Bernstein LLP

User-Friendly 10-Ks–The Next Step in Shareholder Engagement

Much has been written about the dramatic increase in shareholder engagement from both sides of the relationship. For example, financial and governance roadshows have become mainstream not only among large-cap companies, but...more

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