Shareholder Proposal -
Rule On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of...more
7/18/2022
/ Corporate Governance ,
Proposed Rules ,
Proxy Solicitations ,
Proxy Voting ,
Publicly-Traded Companies ,
Regulatory Reform ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
This practice note discusses market trends in capital markets and securities related considerations during the COVID-19 pandemic, which began in late 2019 and has continued for more than two years. It describes how the U.S....more
On June 8, 2022, the US Securities and Exchange Commission (“SEC”) issued a release (“New Reopening Release“), reopening the comment period on the clawback listing standard rules that it proposed in 2015 (“2015 Proposal“). At...more
6/10/2022
/ Clawbacks ,
Comment Period ,
Compensation & Benefits ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In a little over a month’s time, the Superior Court of California (the “Superior Court”) struck down both AB 979 and SB 826, California’s two board diversity statutes. SB 826 required that a public company whose principal...more
5/23/2022
/ Board of Directors ,
California ,
Constitutional Challenges ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Equal Protection ,
Labor Reform ,
New Legislation ,
Publicly-Traded Companies ,
State Constitutions ,
Summary Judgment ,
Woman Board Members
The US Securities and Exchange Commission (SEC) rulemaking process has received much attention under Chair Gensler’s leadership not only because of the volume and substance of proposed rules, but also because of the...more
5/9/2022
/ Climate Change ,
Comment Period ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Private Funds ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation ATS ,
Regulatory Agenda ,
Regulatory Reform ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On April 28, 2022, the U.S. Securities and Exchange Commission (SEC) charged Vale S.A. (Vale), a publicly traded Brazilian mining company and one of the world’s largest iron ore producers, with making false and misleading...more
5/4/2022
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
False Statements ,
Intent to Defraud ,
Investment Fraud ,
Mining ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Background -
On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3:1, with only Commissioner Hester Peirce dissenting, to propose long-awaited rules that, if adopted, would require extensive reporting...more
3/23/2022
/ Annual Reports ,
Climate Change ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Background -
On March 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released proposed amendments (the “Proposed Amendments”) aimed at enhancing and standardizing disclosure relating to cybersecurity...more
3/15/2022
/ Business Development Companies ,
Comment Period ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 8-K ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules...more
3/11/2022
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Disclosure Requirements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would...more
The US Securities and Exchange Commission (SEC) adopted final amendments to its rules on December 2, 2021 to implement the requirements in the Holding Foreign Companies Accountable Act of 2020....more
The US Securities and Exchange Commission (SEC) adopted final amendments to its rules on December 2, 2021 to implement the requirements in the Holding Foreign Companies Accountable Act of 2020. ...more
In our latest Legal Update, we summarize the US Securities and Exchange Commission’s 2022 calendar year filing deadlines and financial statement staleness dates.
...more
Background -
On December 15, 2021, the U.S. Securities and Exchange Commission (the “SEC”) issued proposed amendments (the “Proposed Amendments”) to its existing rules (the “Existing Rules”) regarding disclosures about...more
The US Securities and Exchange Commission (the “SEC” or the “Commission”) proposed changes to the proxy solicitation rules on November 17, 2021. The proposed changes would rescind certain new rules adopted by the SEC in July...more
On November 17, 2021, the US Securities and Exchange Commission (SEC) adopted mandatory universal proxy rules that will apply for all contested director elections, which it had previously proposed in 2016. Under the final...more
On November 3, 2021, the staff of the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (Commission) issued Staff Legal Bulletin No. 14L (SLB 14L), providing information regarding the...more
11/9/2021
/ Corporate Governance ,
New Guidance ,
Ordinary Business Exception ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
This past summer’s string of cyber enforcement actions signals that cybersecurity has become a top priority for the US Securities and Exchange Commission (“SEC”). This focus is consistent with the SEC’s Division of...more
10/15/2021
/ Broker-Dealer ,
Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Failure To Disclose ,
Gramm-Leach-Blilely Act ,
Information Security ,
Investment Management ,
Personally Identifiable Information ,
Policies and Procedures ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations
Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the...more
9/27/2021
/ Annual Reports ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities Regulation ,
Shareholder Meetings
The Securities and Exchange Commission’s Division of Corporation Finance (Division) published a sample letter with comments that the Staff intends to issue to public companies regarding their climate change disclosures—or...more
SEC Division of Corporation Finance Acting Director John Coates participated in a fireside chat on April 7, 2021 during the annual Global Capital Markets & the US Securities Laws program hosted by the Practicing Law Institute...more
On March 24, 2021, the US Securities and Exchange Commission (SEC) adopted interim final rules to implement portions of the Holding Foreign Companies Accountable Act (the HFCA Act), which was signed into law by President...more
In another step toward the integration of climate factors into the US corporate disclosure landscape, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, issued a request for public input on...more
On February 24, 2021, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, announced that the agency will be focusing on public companies’ climate change disclosures as part of an effort to...more
In its 2019 Concept Release on Harmonization of Securities Offerings,1 the US Securities and Exchange Commission (SEC) included a section requesting comment regarding resale exemptions, including Rule 144. While the SEC...more