On April 1, 2022, the Superior Court of California, County of Los Angeles, granted a summary judgment motion that effectively struck down AB 979, a California statute requiring the boards of public corporations based in the...more
On March 21, 2022, the Securities and Exchange Commission (SEC) issued for comment proposed rules requiring companies to include climate-related disclosures in their registration statements and periodic reports filed under...more
On March 9, the SEC, by a 3-1 vote, proposed new rules in its most far-reaching effort to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and incident reporting by public...more
As noted in previous client alerts (including here), boardroom diversity continues to be an increasing focus of stakeholders ranging from legislators to institutional investors to retail stockholders. In recent years, their...more
On Feb. 25, 2022, the Securities and Exchange Commission (SEC) proposed several new rules with the goal of increasing transparency around short selling. Rule 13f-2 would require institutional investment managers (Managers)...more
This client alert provides an overview of recent key updates on environmental, social and governance (ESG) matters from the leading proxy advisory firms and major institutional investors. We also address updated guidance by...more
1/28/2022
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD)
Despite SEC Chair Gary Gensler’s recent statement that formal rules related to Environmental Social Governance (ESG) may slip to next year, the SEC recently began sending out letters prompting public companies to review and...more
As we have discussed in prior alerts, expanding boardroom diversity has been a recent focus for many regulators, issuers, shareholders and other stakeholders. To this end, in December 2020, Nasdaq Inc. proposed new rules that...more
On July 13, 2021, the Securities and Exchange Commission announced partially settled charges against the Special Purpose Acquisition Company Stable Road Acquisition Co. (SRA), SRA’s sponsor and CEO, SRA’s target Momentus Inc....more
On Friday, June 11, the Securities and Exchange Commission (SEC) filed its Agency Rule List for Spring 2021 with the Office of Management and Budget. The Agency Rule List gives clarity to when companies can expect to see...more
6/16/2021
/ 10b5-1 Plans ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment Adviser ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On Dec. 22, 2020, the Staff of the Division of Corporation Finance (Staff) issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies to provide its views about certain disclosure considerations for...more
On Nov. 19, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures. ...more
On September 23, the Securities and Exchange Commission adopted amendments to the “shareholder proposal rule” set forth in Rule 14a-8 of the Securities Exchange Act of 1934, which governs the process for a shareholder to have...more
On Sept. 21, 2020, SEC’s Division of Corporation Finance (Corp Fin) posted a Compliance and Disclosure Interpretation (CDI) regarding restrictions on Form S-3 eligibility for private companies that go public via merger into a...more
On Sept. 9, the SEC’s Division of Corporate Finance (the Division) amended CF Disclosure Guidance: Topic No. 7 (Topic No. 7) and issued guidance regarding the options available to companies when a previously obtained...more
On Aug. 26, the Securities and Exchange Commission adopted amendments to the definitions of “accredited investor” and “qualified institutional buyer.” ...more
On Aug. 26, the Securities and Exchange Commission adopted amendments to the description of business (Item 101), legal proceedings (Item 103) and risk factor (Item 105) disclosure requirements under Regulation S-K. ...more
In January 2020, the Office of Compliance Inspections and Examinations (OCIE) included London Interbank Offered Rate (LIBOR) preparedness as an examination program priority in its 2020 Examination Priorities (2020...more
On May 21, the Securities and Exchange Commission (SEC) adopted amendments to its rules governing financial disclosures relating to acquisitions and dispositions of businesses. ...more
On March 4, the Securities and Exchange Commission (the Commission) proposed a set of amendments to the rules and regulations under the Securities Act of 1933, as amended (the Securities Act), to simplify, harmonize and...more
3/9/2020
/ Capital Raising ,
Crowdfunding ,
Harmonization Rules ,
Investor Protection ,
Investors ,
Issuer Exemption ,
Offerings ,
Private Placements ,
Proposed Amendments ,
Regulation A ,
Regulation D ,
Rule 504 ,
Rule 506(c) ,
Rulemaking Process ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications
On March 2, 2020, the Securities and Exchange Commission voted to adopt amendments to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of...more
3/5/2020
/ Amended Regulation ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Reporting ,
Guarantors ,
Regulation S-X ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Subsidiaries
On March 4, 2020, the Securities and Exchange Commission (the Commission) announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities law in...more
3/5/2020
/ Annual Reports ,
Best Practices ,
China ,
Coronavirus/COVID-19 ,
Emergency Management Plans ,
Filing Deadlines ,
Filing Requirements ,
Form S-3 ,
Form S-8 ,
Infectious Diseases ,
Public Health ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulatory Requirements ,
Relief Measures ,
Risk Management ,
Securities and Exchange Commission (SEC)
On Feb. 19, 2020, the SEC announced charges against Diageo plc, an alcoholic beverages company, arising out of its failure to make required disclosures of known trends with respect to alleged unsustainable overshipments of...more
2/27/2020
/ Beverage Manufacturers ,
Disclosure Requirements ,
Distributors ,
Enforcement Actions ,
Failure To Disclose ,
Financial Markets ,
Financial Statements ,
Inventory ,
MD&A Statements ,
Overstatement of Basis ,
Penalties ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Supply and Demand ,
Target Amounts ,
Wine & Alcohol
On Jan. 30, 2020, the SEC proposed amendments to modernize Management’s Discussion and Analysis (MD&A) financial disclosure requirements in Regulation S-K....more
2/5/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On Dec. 19, 2019, the Division of Corporation Finance of the SEC updated its guidance with respect to the SEC’s procedures for confidential treatment applications (CTAs). In April 2019, the SEC adopted a streamlined procedure...more
1/3/2020
/ Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Exemptions ,
Filing Requirements ,
FOIA ,
New Guidance ,
Popular ,
Publicly-Traded Companies ,
Redacted Documents ,
Regulation S-K ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation