With the 2023 annual report season upon us, it is time for companies to take stock of risk factors for 10-Ks and 20-Fs, and consider whether recent economic, political, technological, and regulatory developments have had (or...more
12/22/2023
/ Annual Reports ,
Artificial Intelligence ,
Climate Change ,
Cybersecurity ,
Disclosure Requirements ,
Geopolitical Risks ,
Internal Controls ,
Popular ,
Publicly-Traded Companies ,
Risk Factors ,
Securities and Exchange Commission (SEC)
On October 10, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g)1 of the Securities Exchange Act of 1934...more
As the 2023 proxy season winds down for calendar year companies, it is a good time to consider possible bylaw and charter amendments to address recent developments with respect to universal proxy, shareholder activism and...more
On May 3, 2023, the US Securities and Exchange Commission (the "SEC") adopted rule amendments to expand the disclosure requirements for issuer stock repurchases.
These amendments:
- Tabular Disclosure: Create a new...more
New Checkbox for Forms 4 and 5 Reporting – Effective April 3, 2023 -
Starting April 3, 2023, all Forms 4 or 5 filed by insiders of domestic issuers must include a new checkbox to identify any transactions made pursuant to...more
SEC Amends Exchange Act Rule 15c6-1 to Require Settlement of Routine Securities Trades in One Business Day Following Trade Date.
On February 15, 2023, the Securities and Exchange Commission (the "Commission") adopted a...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2023 annual reporting season....more
1/19/2023
/ Annual Reports ,
Confidential Information ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Cybersecurity ,
Disclosure Requirements ,
Economic Sanctions ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Form 20-F ,
IFRS ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Russia ,
Securities and Exchange Commission (SEC) ,
Ukraine ,
XBRL Filing Requirements
Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories:
1. Six Housekeeping Considerations:...more
1/6/2023
/ Annual Reports ,
Corporate Counsel ,
Corporate Governance ,
Disclosure ,
Form 10-K ,
GAAP ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Popular ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Plans adopted pursuant to Rule 10b5-1...more
12/23/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Disclosure Requirements ,
Insider Trading ,
Policies and Procedures ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In light of the dislocation experienced by the crypto industry in recent months, as demonstrated through a number of highly publicized bankruptcies causing "widespread disruption" in the space, on December 8, 2022, the...more
On October 26, 2022, the Securities and Exchange Commission ("SEC") adopted its long-awaited final rules on clawbacks. Under these rules, companies listed on the NYSE and Nasdaq will be required to adopt "clawback" policies –...more
The Annual Report season will soon be upon us, and it is important to assess a company's risk factors at the outset and whether recent developments, including those relating to macroeconomic, geopolitical, and public health...more
11/1/2022
/ Annual Reports ,
Capital Markets ,
Climate Change ,
Coronavirus/COVID-19 ,
Customs and Border Protection ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Global Economy ,
Human Capital ,
Interest Rates ,
Investors ,
Market Conditions ,
Military Conflict ,
Price Inflation ,
Publicly-Traded Companies ,
Risk Factors ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Supply Chain ,
Ukraine ,
Uyghur Forced Labor Prevention Act (UFLPA)
On October 19, 2022, the Antitrust Division of the Department of Justice announced that seven directors resigned from five different US public company boards of directors following DOJ concerns that their roles violated...more
10/21/2022
/ Acquisitions ,
Anti-Competitive ,
Antitrust Division ,
Competition ,
Corporate Counsel ,
Corporate Entities ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Emerging Technology Companies ,
Enforcement Actions ,
Mergers ,
Private Equity Firms ,
Section 8 ,
Securities and Exchange Commission (SEC) ,
The Clayton Act
On September 23, 2022, the Securities and Exchange Commission (the "SEC") released the electronic version of Form 144. This follows the SEC's adoption on June 2, 2022 of rule amendments that require all Forms 144 to be filed...more
On August 25, 2022, the Securities and Exchange Commission (the "SEC") adopted new rules implementing the pay versus performance disclosure mandated by Congress in the Dodd-Frank Wall Street Reform and Consumer Protection Act...more
9/7/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
New Rules ,
Pay-for-Performance ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Total Shareholder Return (TSR) ,
XBRL Filing Requirements
On July 13, 2022, the Securities and Exchange Commission ("SEC") proposed amendments to Rule 14a-8 of the Securities Exchange Act of 1934, the shareholder proposal rule.1 The proposed amendments would revise three of the...more
The regulatory landscape for ESG disclosure by U.S. public companies faces potentially dramatic changes, with the Securities and Exchange Commission ("SEC") proposing rules that would mandate comprehensive climate change...more
In this time of market volatility, White & Case LLP partners Colin Diamond (Chair of US Public Company Advisory) and Henrik Patel (Global Head of Employment, Compensation and Benefits) address the securities law, tax and...more
5/16/2022
/ Board of Directors ,
Compliance ,
Corporate Counsel ,
Financial Markets ,
Investment ,
Investors ,
Nasdaq ,
NYSE ,
Proxy Advisors ,
Publicly-Traded Companies ,
Qualified Restricted Stock Units (RSUs) ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stock Options ,
Stocks ,
Taxation ,
Tender Offers
On May 3, 2022, the Division of Corporation Finance ("Corp Fin") of the Securities and Exchange Commission ("SEC") posted a sample comment letter emphasizing companies' potential disclosure obligations related to direct or...more
On March 21, 2022, in a landmark proposal, the Securities and Exchange Commission ("SEC") proposed rules that would require public companies to disclose extensive climate-related information in their SEC filings....more
3/25/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 9, 2022, the Securities and Exchange Commission ("SEC") proposed rules that would require public companies to make prescribed cybersecurity disclosures. The proposed rules would "strengthen investors' ability to...more
3/15/2022
/ Broker-Dealer ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Investment Adviser ,
Investment Companies ,
Investors ,
Proposed Rules ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC)
This memorandum outlines key considerations for U.S. public companies in preparation for the 2022 annual reporting and proxy season.
▪️ Part I of this memo, which was published in January 2022, describes key...more
2/21/2022
/ Annual Reports ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Disclosure ,
Diversity ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Shareholders
On January 14, 2022, in a closely watched decision, a federal judge in the Northern District of California denied a motion to dismiss a complaint brought by the US. Securities and Exchange Commission ("SEC") that presented a...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2022 annual reporting season.
This memo describes our key considerations for...more
2/2/2022
/ Balance Sheets ,
Compliance ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Financial Statements ,
Foreign Private Issuers ,
Form 20-F ,
GAAP ,
Libor ,
MD&A Statements ,
New Guidance ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Risk Factors ,
Securities and Exchange Commission (SEC)
This is Part I of a two-part series outlining key considerations from White & Case's Public Company Advisory Group for US public companies during the 2022 annual reporting and proxy season.
Part I of this memo describes...more
1/12/2022
/ Annual Reports ,
Audits ,
Climate Change ,
Compliance ,
Coronavirus/COVID-19 ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Equity ,
Form 10-K ,
Human Capital ,
Libor ,
Non-GAAP Financial Measures ,
Proxy Season ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Supply Chain