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SEC Adopts Amendments Regarding Company “Buybacks”

On May 3, 2023, the US Securities and Exchange Commission (the "SEC") adopted rule amendments to expand the disclosure requirements for issuer stock repurchases. These amendments: - Tabular Disclosure: Create a new...more

Key Considerations for the 2023 Annual Reporting and Proxy Season Part II: Proxy Statement

Part I of our two-part Annual Memo series identified important considerations when preparing Annual Reports on Form 10-K in 2023. Part II of this memo below, describes our key considerations for 2023 Annual Meeting Proxy...more

SEC Adopts Amendments to Rule 10b5-1

On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Plans adopted pursuant to Rule 10b5-1...more

Corp Fin Issues Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets

In light of the dislocation experienced by the crypto industry in recent months, as demonstrated through a number of highly publicized bankruptcies causing "widespread disruption" in the space, on December 8, 2022, the...more

SEC (Finally) Adopts Clawback Rules

On October 26, 2022, the Securities and Exchange Commission ("SEC") adopted its long-awaited final rules on clawbacks. Under these rules, companies listed on the NYSE and Nasdaq will be required to adopt "clawback" policies –...more

DOJ Announces Seven Director Resignations from Five US Public Company Boards in the Most Recent Wave of Reinvigorated Clayton Act...

On October 19, 2022, the Antitrust Division of the Department of Justice announced that seven directors resigned from five different US public company boards of directors following DOJ concerns that their roles violated...more

SEC Adopts Pay Versus Performance Disclosure Rules

On August 25, 2022, the Securities and Exchange Commission (the "SEC") adopted new rules implementing the pay versus performance disclosure mandated by Congress in the Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Reminder: Voluntary ISS Annual Benchmark Policy Survey Due by August 31st

Earlier this month, Institutional Shareholder Services ("ISS") released its annual global benchmark policy survey (the "ISS Survey"). The ISS Survey includes questions on "hot topics" in corporate governance, and its results...more

Reminder: Nasdaq Board Matrix Disclosure Deadline is August 8th

Under Nasdaq's new Rule 5606, the board diversity disclosure rule, the deadline for most Nasdaq-listed companies to publicly disclose diversity statistics regarding their board of directors using a Board Diversity Matrix is...more

ESG Disclosure Trends in SEC Filings - Annual Survey 2022

The regulatory landscape for ESG disclosure by U.S. public companies faces potentially dramatic changes, with the Securities and Exchange Commission ("SEC") proposing rules that would mandate comprehensive climate change...more

SEC Issues Sample Comment Letter on Disclosure Obligations Related to Russia’s Actions in Ukraine; White & Case Surveys S&P 500...

On May 3, 2022, the Division of Corporation Finance ("Corp Fin") of the Securities and Exchange Commission ("SEC") posted a sample comment letter emphasizing companies' potential disclosure obligations related to direct or...more

SEC Proposes Long-Awaited Climate Change Disclosure Rules

On March 21, 2022, in a landmark proposal, the Securities and Exchange Commission ("SEC") proposed rules that would require public companies to disclose extensive climate-related information in their SEC filings....more

Key Considerations for the 2022 Annual Reporting and Proxy Season Part I: Form 10-K Considerations

This is Part I of a two-part series outlining key considerations from White & Case's Public Company Advisory Group for US public companies during the 2022 annual reporting and proxy season. Part I of this memo describes...more

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