The SEC’s Division of Corporation Finance has issued a sample comment letter, and sent actual comment letters to a series of public companies, asking for additional Form 10-K disclosure on topics addressed in the SEC’s 2010...more
10/13/2021
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
FASB ,
Form 10-K ,
Publicly-Traded Companies ,
Risk Management ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC)
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
1/22/2020
/ Audits ,
Board of Directors ,
Confidential Information ,
Corporate Governance ,
Corporate Social Responsibility ,
Critical Audit Matters (CAMs) ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Hedging ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
New Guidance ,
No-Action Letters ,
Overboarding ,
PCAOB ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulation S-K ,
Risk Assessment ,
Securities ,
Securities and Exchange Commission (SEC) ,
Woman Board Members ,
XBRL Filing Requirements
The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends. The following governance and disclosure developments should be considered in the course of preparing these filings....more
1/16/2019
/ CD&A ,
Compensation Committee ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Diversity ,
Division of Corporate Finance ,
Emerging Growth Companies ,
Form 10-K ,
Glass Lewis ,
Government Shutdown ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On November 1, 2017, the SEC Division of Corporation Finance issued a Staff Legal Bulletin No. 14I (“SLB 14I”), which includes guidance on the scope and application of the “ordinary business” basis for excluding shareholder...more
Companies who engage with their large institutional shareholders on environmental and social issues during the 2018 proxy season should keep in mind that these investors are facing pressure from other investors on their...more
8/3/2017
/ Bank of New York (BNY) Mellon ,
BlackRock ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Institutional Investors ,
JPMorgan Chase ,
Proxy Season ,
Proxy Voting Guidelines ,
Shareholder Activism ,
Shareholder Proposals ,
Vanguard