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
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
On November 6, senior officials from the U.S. Securities and Exchange Commission (SEC) Division of Enforcement spoke at the Securities Enforcement Forum D.C. 2024, addressing anticipated leadership changes and enforcement...more
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
Last week, the SEC announced settled charges against seven public companies for use of agreements that the SEC alleges have provisions that violate the whistleblower protection rule.
Coincidentally, I recently recorded a...more
9/17/2024
/ Confidentiality Agreements ,
Employment Contract ,
Enforcement Actions ,
Government Agencies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Securities Violations ,
Severance Agreements ,
Whistleblower Protection Policies ,
Whistleblowers
As Bloomberg Law recently reported, the SEC quietly disbanded its Climate and ESG Task Force, which had been active since March 2021 and played a key role in bringing enforcement actions against misleading environmental,...more
AI seems to be everywhere at the moment. Companies are touting new technologies and tools, states and federal agencies are proposing rules to regulate its use, and workers across a wide range of industries are worried about...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
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
When a significant volume of capital is raised from investors through nontraditional capital markets transactions, the U.S. Securities and Exchange Commission (SEC) is sure to follow with increased scrutiny. The SEC made that...more
4/13/2021
/ Capital Investments ,
Capital Markets ,
Corp Fin ,
Disclosure Requirements ,
Initial Public Offering (IPO) ,
Internal Controls ,
Private Investment in Public Equity (PIPEs) ,
PSLRA ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
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
Among other things, 2020 will be remembered as a year that saw a boom in the use of Special Purpose Acquisition Companies (SPACs) as a robust alternative to an initial public offering (IPO). A SPAC is a company formed to...more
The U.S. Securities and Exchange Commission recently adopted amendments to certain financial data and management’s discussion of financial information disclosure requirements in Regulation S-K. These amendments affect the...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 Securities and Exchange Commission on September 23, 2020, adopted final amendments to Rule 14a-8, which governs the process for shareholder proposals submitted for inclusion in a company’s proxy statement. The amendments...more
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
The U.S. Securities and Exchange Commission on July 22, 2020, adopted final amendments to its proxy solicitation rules to codify the SEC’s longstanding view that proxy voting advice generally constitutes a solicitation within...more
8/12/2020
/ Anti-Fraud Provisions ,
Disclosure Requirements ,
Filing Requirements ,
Investment Adviser ,
Proposed Rules ,
Proxy Advisors ,
Proxy Season ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Safe Harbors ,
Securities and Exchange Commission (SEC)
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