As part of its campaign promise to target diversity, equity, and inclusion (DEI) programs and practices, the new administration issued a January 21, 2025, Executive Order entitled “Ending Illegal Discrimination and Restoring...more
1/29/2025
/ Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Employment Discrimination ,
Executive Orders ,
Federal Contractors ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Trump Administration
In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider while preparing...more
12/20/2024
/ Artificial Intelligence ,
Board of Directors ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Insider Trading ,
Policies and Procedures ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Reporting Requirements ,
Shareholders ,
Stock Exchange
Recently, Glass Lewis announced the release of its 2025 U.S. Benchmark Policy Guidelines and guidelines for Shareholder Proposals & ESG-Related Issues that apply across markets. Here are 8 things to know about this year’s...more
11/22/2024
/ Artificial Intelligence ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Smaller Reporting Companies ,
Technology Sector
In late October, the SEC announced settled enforcement actions against four public companies, all stemming from impacts from the compromise of SolarWinds’ Orion software. Each order included allegations that the applicable...more
In late September, the SEC announced a sweep of settled charges for late beneficial ownership and insider transaction filings, including over $3.8 million in penalties against individuals and companies. This sweep was similar...more
This is another in a series of blogs we will be posting breaking down the SEC’s new climate disclosure rules.
We’re near the end of Regulation S-K Item 1502, Strategy. For the full text, see pages 852 through 855 of the...more
8/21/2024
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
After nearly two years of public comments and deliberation, the U.S. Securities and Exchange Commission (SEC) adopted a Final Rule on Mandatory Climate Disclosures (Final Rule). While less sweeping than initially proposed,...more
3/19/2024
/ Annual Reports ,
Climate Action Plan ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more
12/15/2023
/ 10b5-1 Plans ,
Board of Directors ,
Clawbacks ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Insider Trading ,
Popular ,
Proposed Rules ,
Proxy Season ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases
Key portions of the Corporate Transparency Act (CTA) will take effect on January 1, 2024, requiring an estimated 30 million “reporting companies” to disclose to the federal government information and documentation about the...more
12/11/2023
/ Beneficial Owner ,
Business Entities ,
Corporate Governance ,
Corporate Transparency Act ,
Doing Business ,
Filing Deadlines ,
Financial Regulatory Reform ,
FinCEN ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements
The U.S. Securities and Exchange Commission (SEC) adopted final rules on July 26, 2023, requiring public companies to provide current disclosure, within what may be a short time window, about material cybersecurity incidents...more
8/8/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
The U.S. Securities and Exchange Commission (SEC) had a busy 2022, adopting a number of new rules and proposing additional rules, many of which are likely to be finalized over the next several months. In November, Glass Lewis...more
12/20/2022
/ 10b5-1 Plans ,
Annual Reports ,
Board of Directors ,
Clawbacks ,
Corporate Governance ,
Diversity ,
E-Filing ,
Environmental Social & Governance (ESG) ,
Equity Plans ,
Institutional Shareholder Services (ISS) ,
Pay-for-Performance ,
Proposed Rules ,
Proxy Season ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Universal Proxy
The U.S. Securities and Exchange Commission, on March 21, 2022, proposed detailed and wide-ranging requirements for publicly traded companies to disclose their greenhouse gas (GHG) emissions and climate risks in their...more
3/31/2022
/ Annual Reports ,
Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
During 2021, the U.S. Securities and Exchange Commission (SEC) adopted rule changes and provided public companies with useful guidance on various topics. In December, Institutional Shareholder Services (ISS) released its...more
1/10/2022
/ Climate Change ,
Directors ,
Disclosure ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Human Capital ,
IFRS ,
Institutional Shareholder Services (ISS) ,
Investors ,
Nasdaq ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Universal Proxy
It is no surprise that more and more companies are issuing sustainability reports and broadly disclosing the effects of environmental, social, and governance (ESG) issues. A wide range of stakeholders are demanding this...more
7/14/2021
/ Business Strategies ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Reporting ,
Investors ,
Materiality ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Sustainability
Over the past few weeks, the U.S. Securities and Exchange Commission has taken several actions that put climate change front and center, reflecting the importance to many investors of climate change related disclosures.
In...more
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
12/8/2020
/ Annual Meeting ,
Annual Reports ,
Board of Directors ,
CD&A ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
Diversity ,
E-Signatures ,
Enforcement Actions ,
Form 10-K ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Item 103 ,
Item 105 ,
Key Performance Indicators (KPIs) ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Questionnaires ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission on August 26, 2020, approved the first significant amendments to the rules governing the description of business, legal proceedings, and risk factor disclosures in SEC filings in...more
Companies across industries—from retail to high tech to financial services—are touting their sustainability initiatives to attract and retain customers and employees. But investors are similarly clamoring for regular...more
The immediate and possibly severe financial and business impacts of the coronavirus (COVID-19) outbreak have resulted in public companies closely reviewing their public disclosures and related securities compliance. Many of...more
As the effects of the coronavirus (COVID-19) continue to develop, public companies are faced with a variety of concerns, including the impact “social distancing” recommendations and restrictions will have on annual...more
The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more
11/8/2019
/ Corporate Counsel ,
Corporate Governance ,
New Guidance ,
No-Action Letters ,
No-Action Relief ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
During 2018, the SEC issued rule updates and guidance that are intended to ease certain public reporting requirements and clarify the SEC’s position with respect to the shareholder proposal process. While the SEC is taking...more
12/13/2018
/ Board of Directors ,
CD&A ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Executive Compensation ,
No-Action Letters ,
Proxy Season ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Tax Reform
Known by many names, including business email compromise fraud, CEO or CFO fraud, impersonation attacks, or “Man-in-the-Email” scams, cyber-related frauds involving spoofed or otherwise compromised business electronic...more
10/26/2018
/ Business E-Mail Compromise (BEC) ,
Cyber Crimes ,
Cybersecurity ,
Data Breach ,
Enforcement Actions ,
Internal Controls ,
New Guidance ,
Policies and Procedures ,
Popular ,
Publicly-Traded Companies ,
Scams ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Spoofing
In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more
12/13/2017
/ Audit Reports ,
Board of Directors ,
Broker-Dealer ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Form 10-K ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
The Securities and Exchange Commission’s final rules requiring hyperlinking of exhibits to SEC filings will be effective for most public companies on September 1, 2017. This update summarizes the final rules, answers the top...more
8/22/2017
/ EDGAR ,
Filing Requirements ,
Final Rules ,
Foreign Private Issuers ,
Hyperlink ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements