Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 2, 2025.1
The conflict minerals disclosure rules and related guidance have remained at a...more
5/7/2025
/ Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Due Diligence ,
Environmental Social & Governance (ESG) ,
Filing Deadlines ,
Form SD ,
Mining ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Supply Chain
As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more
There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024.
In...more
1/20/2025
/ Capital Markets ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Foreign Private Issuers ,
Form 20-F ,
Investment Management ,
Publicly-Traded Companies ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025. We analyze developments in the latter half of 2024, which were similar to those highlighted in...more
1/6/2025
/ Antitrust Division ,
Australia ,
Board of Directors ,
Climate Change ,
COP ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
EU ,
European Securities and Markets Authority (ESMA) ,
False Claims Act (FCA) ,
Financial Regulatory Reform ,
Green Loans ,
Greenhouse Gas Emissions ,
Legislative Agendas ,
Loan Market Association ,
Member State ,
Modern Slavery Act ,
Nasdaq ,
New Guidance ,
New Legislation ,
Prudential Regulation Authority (PRA) ,
Regulatory Agenda ,
Reporting Requirements ,
Sustainability ,
Sustainable Finance ,
Tax Reform ,
UK ,
United Nations
On December 16, 2024, the California Air Resources Board (CARB) issued a request to solicit feedback regarding Senate Bill 253, Climate Corporate Data Accountability Act (SB 253) and Senate Bill 261, Greenhouse Gases:...more
12/23/2024
/ California ,
CARB ,
Climate Change ,
Disclosure Requirements ,
Doing Business ,
Environmental Social & Governance (ESG) ,
Financial Institutions ,
Legislative Agendas ,
New Legislation ,
Public Comment ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more
12/11/2024
/ Annual Meeting ,
Board of Directors ,
Capital Markets ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Deadlines ,
Financial Regulatory Reform ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
Earlier this year, the Securities and Exchange Commission (SEC) adopted long-anticipated rules mandating climate-related disclosures in public companies’ annual reports and registration statements (SEC Climate Rules).1 While...more
California continues to be at the forefront of climate-related disclosure regulations. On September 27, 2024, California Gov. Gavin Newsom signed into law Senate Bill 219, Greenhouse Gases: Climate Corporate Accountability:...more
10/29/2024
/ California ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Governor Newsom ,
Greenhouse Gas Emissions ,
Legislative Agendas ,
New Legislation ,
State and Local Government ,
State Legislatures
Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more
5/21/2024
/ Acquisitions ,
Antitrust Provisions ,
Artificial Intelligence ,
Capital Markets ,
Climate Change ,
Competition ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Services Industry ,
Machine Learning ,
Mergers ,
New Rules ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Spinoffs ,
Tax-Free Spin-Offs ,
Taxation ,
Technology ,
White Collar Crimes
On March 6, 2024, the SEC adopted new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. As anticipated, the rules are facing multiple legal challenges, which have...more
5/20/2024
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Directors ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions...more
4/10/2024
/ Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below:
- SEC Proxy Filing Requirements
- Proxy Statement Disclosures...more
On March 6, 2024, the Securities and Exchange Commission (SEC) voted 3-2 to adopt new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. While the final rules are...more
3/11/2024
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
12/13/2023
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Business Entities ,
Business Ownership ,
CEOs ,
CFOs ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Deadlines ,
Financial Regulatory Reform ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Stock Repurchases
SEC Proxy Filing Requirements -
File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more
3/20/2023
/ Corporate Governance ,
Disclosure Requirements ,
Diversity ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Filing Requirements ,
Nasdaq ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards
In the current environment, tax-free spinoffs may be the best option for companies focusing their business lines, we explain in this issue of The Informed Board. Spin-offs do not depend on third parties, and they preserve...more
2/20/2023
/ Activist Investors ,
Board of Directors ,
Corporate Culture ,
Corporate Governance ,
Disclosure ,
Environmental Social & Governance (ESG) ,
EU ,
Insider Trading ,
Multinationals ,
Proxy Voting ,
Securities and Exchange Commission (SEC) ,
Self-Evaluations ,
Shareholders
Following another year of increasing focus on environmental, social and governance (ESG) considerations by companies, investors and regulators alike, ESG appears to have cemented its position in the corporate landscape...more
2/2/2023
/ Business Plans ,
Business Strategies ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Green Energy ,
Legislative Agendas ,
Policies and Procedures ,
Regulatory Agenda ,
Sustainability ,
Sustainable Finance
As companies grapple with the business challenges that rising interest rates and an uncertain economic outlook present, there are the inevitable questions about whether companies should worry less about environmental, social...more
12/20/2022
/ Board of Directors ,
Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure ,
Diversity and Inclusion Standards (D&I) ,
Employees ,
Environmental Social & Governance (ESG) ,
Investors ,
Shareholder Proposals ,
Shareholders
Environmental, social and governance (ESG) considerations continued to play a key role in the first six months of 2022, with geopolitical circumstances resulting in a reexamination of a number of ESG beliefs. In our 11...more
On March 21, 2022, the Securities and Exchange Commission (SEC) voted 3-1 to propose long-anticipated rules mandating climate-related disclosures in companies’ annual reports and registration statements. The proposed rules...more
3/29/2022
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures:
SEC proxy filing requirements; website and submission requirements; proxy...more
3/7/2022
/ Annual Meeting ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Advisors ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
Throughout 2021, the importance of environmental, social and governance (ESG) matters proved to be even greater than many had expected, with ESG becoming a key area of focus for a range of stakeholders, particularly in the...more
Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
12/8/2021
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Hart-Scott-Rodino Act ,
Insider Trading ,
MD&A Statements ,
Proxy Advisors ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
As anticipated, the staff in the SEC's Division of Corporation Finance has begun issuing detailed comments regarding climate-related disclosures.1 In February 2021, then Acting SEC Chair Allison Herren Lee announced that she...more
The rapidly growing focus on environmental, social and governance (ESG) matters that marked 2020 continued to shape events for companies operating or based in the U.K. and Europe in 2021. Discussions of ESG are occurring at...more
9/3/2021
/ Biden Administration ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Financial Conduct Authority (FCA) ,
Green Bonds ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Sustainable Finance ,
UK