The 2024 US election results are likely to reshape the regulatory landscape for environmental, social, and governance (ESG) issues. Shifts in administrative priorities, coupled with ongoing litigation and regulatory...more
In Kellner v. AIM ImmunoTech, the Delaware Court of Chancery held that certain advance notice bylaw provisions were invalid. While the decision engages in a fact-specific analysis of many aspects of AIM ImmunoTech’s advance...more
The US Securities and Exchange Commission (SEC) adopted on July 26, 2023 final rules and amendments for mandating disclosure regarding cybersecurity risk management, strategy, governance, and incident reporting, including...more
8/2/2023
/ Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
Last fall, the US Securities and Exchange Commission (SEC) announced that it had adopted new rules directing national securities exchanges, including the New York Stock Exchange (NYSE) and Nasdaq, to establish listing...more
Environmental, social, and governance (ESG) matters are now the subject of significantly greater regulatory scrutiny and are becoming a more prominent part of public companies’ mandatory filings, shareholder proposals, and...more
The US Securities and Exchange Commission (SEC) announced on October 26, 2022, that it has adopted new rules directing national securities exchanges, including the New York Stock Exchange and Nasdaq, to establish listing...more
The US Securities and Exchange Commission (SEC) announced on August 25, 2022, that it has adopted new rules to require enhanced pay for performance disclosure that will apply to 2023 proxies for calendar year-end issuers....more
In a historical proposed rulemaking, the US Securities and Exchange Commission marked the first time it has indicated that climate-related disclosure is material information that all public companies must provide regardless...more
Public companies should consider the impact of new sanctions on Russia in assessing risk factor disclosure for upcoming annual reports on Form 10-K and quarterly reports on Form 10-Q. ...more
The environmental, social, and governance (ESG) landscape is being shaped by the establishment of various ESG standards and frameworks (summarized and compared herein), many of which have been adopted on a voluntary basis by...more
In the US Securities and Exchange Commission staff’s most recent guidance addressing environmental, social, and governance (ESG) investing, the staff of the Division of Examinations released an April 9 Risk Alert noting...more
4/16/2021
/ Business Plans ,
Business Strategies ,
Capital Investments ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Internal Controls ,
Investment Management ,
Popular ,
Publicly-Traded Companies ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
Sustainability
The Nasdaq Stock Market (Nasdaq) announced that it had submitted a proposal to the US Securities and Exchange Commission (SEC) seeking approval of new listing rules to advance board diversity and increase transparency to...more
12/7/2020
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Gender Equity ,
LGBTQ ,
Listing Rules ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The US Securities and Exchange Commission (SEC) announced that it voted on November 19, 2020 to adopt rules to modernize, simplify, and enhance certain financial disclosures required of public companies under Regulation S-K. ...more
Institutional Shareholder Services (ISS) on November 12 released updates to its benchmark proxy voting policies, which will apply for shareholder meetings taking place on or after February 1, 2021. ...more
The New York Stock Exchange LLC (NYSE) has temporarily suspended its continued listing standards requiring (i) a market capitalization and stockholders’ equity of at least $50 million each, and (ii) a $1 minimum trading price...more
The staff of the Securities and Exchange Commission’s Division of Corporation Finance on March 13 issued guidance designed to assist companies in complying with federal proxy rules in light of the coronavirus (COVID-19)...more
3/17/2020
/ Annual Meeting ,
China ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Crisis Management ,
EDGAR ,
Emergency Management Plans ,
Infectious Diseases ,
Proxy Season ,
Public Health ,
Publicly-Traded Companies ,
Relief Measures ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Virtual Meetings