The Securities and Exchange Commission held a roundtable at the SEC’s headquarters in Washington, DC on June 26, 2025 to discuss possible changes to the Commission’s requirements for executive compensation disclosure...more
In the latest episode of the Mintz On Air: Practical Policies podcast, Member Jen Rubin is joined by Member Anne Bruno to discuss public company DEI reporting in today’s evolving federal legal landscape. This episode is part...more
President Trump’s executive orders aimed at Diversity, Equity and Inclusion (DEI) programs and policies, including the executive order titled “Ending Illegal Discrimination and Restoring Merit Based Opportunity” (Executive...more
In June 2023, Mintz published an article entitled “A Quantitative Analysis of Comment Letters Issued by the SEC Concerning Climate Change Disclosures” (the June 2023 Article), which analyzed the comment letters related to...more
2/20/2025
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Sustainability
Every year, Mintz provides analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission and their annual shareholder...more
On October 7, 2024, the US Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that affects companies utilizing reverse stock splits to regain compliance with Nasdaq’s...more
The new accelerated filing deadlines for ownership reporting on Schedule 13G go into effect today, September 30, 2024. Current Schedule 13G filers must assess their amendment obligations with respect to material changes that...more
On June 24, 2024, the SEC issued five new Compliance & Disclosure Interpretations (C&DIs) relating to the materiality assessment and disclosure requirements of material cybersecurity incidents under Item 1.05 of Form 8-K....more
7/12/2024
/ Compliance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Governance Standards ,
Guidance Update ,
Incident Response Plans ,
Investment ,
Ransomware ,
Risk Management ,
Securities and Exchange Commission (SEC)
Last week, Erik Gerding, Director of the SEC’s Division of Corporation Finance (the Division), issued a statement providing clarification regarding the disclosure of cybersecurity incidents by reporting companies. This...more
6/4/2024
/ Corporate Counsel ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 8-K ,
Investors ,
New Rules ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Voluntary Disclosure
On January 24, 2024, the US Securities and Exchange Commission (SEC) adopted final rules relating to special purpose acquisition companies (SPACs) and other shell companies. The new rules are effective on July 1, 2024....more
5/16/2024
/ Disclosure Requirements ,
Initial Public Offering (IPO) ,
Investor Protection ,
New Guidance ,
New Rules ,
PSLRA ,
Reverse Mergers ,
Securities and Exchange Commission (SEC) ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs) ,
Underwriting
A number of significant regulatory, legal, market, and ESG-related developments and issues will affect how public companies approach the upcoming year-end reporting process. As in past years, Mintz has prepared an in-depth...more
12/18/2023
/ 10b5-1 Plans ,
Artificial Intelligence ,
Chief Information Security Officer (CISO) ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 8-K ,
Nasdaq ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Trading Plans ,
Year-End Planning
On October 10, 2023, as part of an effort to modernize beneficial ownership reporting requirements to align with today’s dynamic markets, the Securities and Exchange Commission (the “SEC”) announced the adoption of amendments...more
10/25/2023
/ Beneficial Owner ,
Compliance ,
Disclosure Requirements ,
EDGAR ,
Filing Deadlines ,
Final Rules ,
New Amendments ,
Passive Investments ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Transparency
On December 14, 2022, the Securities and Exchange Commission adopted final rules amending Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to impose new conditions to the availability of the Rule 10b5-1...more
12/27/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Certifications ,
Cooling-Off Rule ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 10-Q ,
Good Faith ,
Insider Trading ,
New Rules ,
Policies and Procedures ,
Regulation S-K ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
Public companies initiating the year-end reporting process will need to consider, and in many cases take steps to address, a number of significant developments and issues. To assist companies in this process, Mintz has...more
12/9/2022
/ Annual Meeting ,
Breach of Duty ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Data Protection ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Filing Deadlines ,
Insider Trading ,
Privacy Laws ,
Proxy Advisors ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stock Markets ,
Supply Chain ,
Ukraine
On August 25, 2022, the Securities and Exchange Commission (“SEC”) adopted rules that amend Item 402 of Regulation S-K to require reporting companies to disclose information detailing the relationship between a company’s...more
9/27/2022
/ CD&A ,
Compensation ,
Corporate Net Income ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Pay-for-Performance ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR) ,
XBRL Filing Requirements
As public companies embark on the year-end reporting process, they will need to consider, and in some cases take steps to address, a number of significant developments and issues. As in past years, Mintz has prepared a...more
1/19/2022
/ Annual Meeting ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Cybersecurity ,
Data Privacy ,
Disclosure Requirements ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Fiscal Year ,
Nasdaq ,
New Legislation ,
NYSE ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings
Massachusetts Governor Charles Baker’s COVID executive order permitting public companies incorporated in Massachusetts to hold virtual-only shareholder meetings is set to expire on August 14, 60 days after the June 15 lifting...more
As our clients and friends know, each year Mintz 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 Commission...more
1/26/2021
/ Annual Reports ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
MD&A Statements ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Virtual Meetings
The SEC’s long-awaited final rules governing voting advice provided by proxy advisory firms such as Institutional Shareholders Service (ISS) and Glass Lewis (the “final rules”) became effective on November 2, 2020. The final...more
1/15/2021
/ Conflicts of Interest ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
New Guidance ,
New Rules ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC)
On March 13th, the SEC’s Division of Corporation Finance issued guidance allowing companies who had already filed proxy statements to switch to virtual-only meeting formats due to COVID-19 without mailing additional proxy...more
The Securities and Exchange Commission (SEC) is continuing to provide guidance to accommodate companies in light of the challenges posed by the COVID-19 virus. As discussed in our recent Viewpoints advisory, the SEC has...more
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
2/1/2018
/ Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Foreign Workers ,
Form 10-K ,
Form 8-K ,
Institutional Shareholder Services (ISS) ,
Non-GAAP Financial Measures ,
Pay Ratio ,
Popular ,
Proxy Statements ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Meetings ,
Shareholders ,
Tax Cuts and Jobs Act ,
Tax Deductions