The release of MD&A interpretive guidance on KPIs and metrics reinforces their key role in company disclosure.
On January 30, 2020, the US Securities and Exchange Commission (the “SEC”) published guidance on the disclosure...more
On January 24, 2020, the SEC’s Division of Corporation Finance released three new compliance and disclosure interpretations (“C&DIs”) related to revised Instruction 1 to Item 303(a) of Regulation S-K (“Instruction 1”),...more
2/10/2020
/ C&DIs ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Incorporation by Reference ,
MD&A Statements ,
Publicly-Traded Companies ,
Registration Requirement ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
In a significant development for ESG and corporate governance, BlackRock is now calling on the public companies it invests in to publish disclosures in line with the Sustainability Accounting Standards Board (SASB) and the...more
1/27/2020
/ Affordable Clean Energy (ACE) Rule ,
BlackRock ,
Board of Directors ,
Clean Energy ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Gender Equity ,
Individual Accountability ,
Popular ,
Proxy Season ,
Publicly-Traded Companies ,
SASB ,
Sustainability ,
Sustainable Development Goals (SDGs) ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
United Nations
This memorandum outlines key considerations from White & Case’s Public Company Advisory Practice for foreign private issuers (“FPIs”) in preparation for the 2020 annual reporting season. It describes our key considerations...more
1/23/2020
/ Annual Reports ,
C&DIs ,
Confidential Information ,
Corp Fin ,
Critical Audit Matters (CAMs) ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Private Issuers ,
Form 20-F ,
IFRS ,
Libor ,
Non-GAAP Financial Measures ,
Office of Foreign Assets Control (OFAC) ,
PCAOB ,
Personally Identifiable Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
State Sponsors of Terrorism ,
UK Brexit ,
XBRL Filing Requirements
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2020 annual reporting and proxy season.
Section I of this memo describes our...more
On November 5, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the federal proxy rules that would enhance the SEC’s regulation of proxy advisory firms.1 The proposed amendments to Rules 14a-1,...more
11/22/2019
/ Anti-Fraud Provisions ,
Conflicts of Interest ,
Disclosure Requirements ,
Exemptions ,
Filing Requirements ,
Glass Lewis ,
Information Statements ,
Institutional Shareholder Services (ISS) ,
Proposed Amendments ,
Proxy Advisory Firms ,
Proxy Materials ,
Proxy Voting Guidelines ,
Public Comment ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Solicitation ,
Transitional Arrangements
On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more
11/19/2019
/ Board of Directors ,
Bylaws ,
Capital Structures ,
Corporate Governance ,
Diversity ,
Equity Compensation ,
Guidance Update ,
Independent Directors ,
Institutional Shareholder Services (ISS) ,
Nominee Directors ,
Pay Gap ,
Proposed Amendments ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholder Rights ,
Stock Repurchases
In light of recent discussions regarding the content and implications of Regulation Best Interest, Securities and Exchange Commission (“SEC”) Chairman Jay Clayton recently stated that broker dealers should be ready for the...more
On October 16, 2019, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) issued Staff Legal Bulletin No. 14K (“SLB 14K”) addressing shareholder proposals. This guidance follows Corp...more
10/23/2019
/ Board of Directors ,
Division of Corporate Finance ,
Exclusions ,
Micromanagement ,
No-Action Requests ,
Proof of Ownership ,
Proxy Season ,
Rule 14a-8 ,
Rule 14a-8(i)(10) ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholder Votes
On August 21, 2019, the Securities and Exchange Commission (“SEC”), in response to increasing concerns that proxy advisory firms hold excessive sway over voting results, issued guidance (the “2019 Advisor Guidance”) that...more
On September 23, 2019, the Securities and Exchange Commission (“SEC”) charged accounting firm PricewaterhouseCoopers LLP (“PwC”) with improper professional conduct and violating auditor independence rules. The SEC also...more
9/26/2019
/ Cease and Desist Orders ,
Censures ,
Civil Monetary Penalty ,
Disgorgement ,
Enforcement Actions ,
Independent Audits ,
PCAOB ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Settlement
On September 6, 2019, the staff (the “Staff”) of the Division of Corporation Finance (“Corp Fin”) of the Securities and Exchange Commission (“SEC”) announced1 two significant changes to the Rule 14a-8 no-action process...more
On August 8, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments1 to crucial disclosure requirements under Regulation S-K, including Item 101 (Description of Business), Item 103 (Legal Proceedings) and...more
In light of the increased spotlight on environmental, social and governance (“ESG”) disclosures, White & Case’s Public Company Advisory Group conducted a survey of environmental and social (“E&S”) disclosures in the...more
6/27/2019
/ Annual Reports ,
Board of Directors ,
Corporate Culture ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Fortune 100 ,
Materiality ,
Oversight Duties ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Supply Chain ,
Surveys ,
Sustainability
On May 3, 2019, the Securities and Exchange Commission (the "SEC") proposed amendments to its rules governing disclosure of financial statements by public companies or in initial public offerings ("IPOs") in connection with...more
5/20/2019
/ Acquisitions ,
Disclosure Requirements ,
Financial Statements ,
Foreign Corporations ,
GAAP ,
IFRS ,
Initial Public Offering (IPO) ,
Investment Funds ,
Investors ,
Pro Forma Financial Information ,
Proposed Amendments ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
New Proposed Rules Aim to Eliminate Auditor's Attestation Requirement on Internal Controls under SOX 404(b) for Smaller Reporting Companies with less than $100 million in Revenues -
On May 9, 2019, the SEC proposed...more
5/18/2019
/ Accelerated Filers ,
Attestation Requirements ,
Auditors ,
Emerging Growth Companies ,
ICFR ,
Internal Controls ,
Proposed Amendments ,
Public Comment ,
Publicly-Traded Companies ,
Regulatory Burden ,
Sarbanes-Oxley ,
Section 404 ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more
4/8/2019
/ Amended Rules ,
Audits ,
Board of Directors ,
Compensation Committee ,
Compliance ,
Confidential Information ,
Corporate Executives ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Issuers ,
Form 10-K ,
Incorporation by Reference ,
Initial Public Offering (IPO) ,
Investment Adviser ,
Investment Companies ,
Look-Back Measurement Period ,
MD&A Statements ,
New Guidance ,
Prospectus ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
In his March 15, 2019 speech1 at the 18th Annual Institute on Securities Regulation in Europe, William Hinman, Director of the Securities and Exchange Commission's ("SEC") Division of Corporation Finance ("Corp Fin"),...more
4/2/2019
/ Board of Directors ,
Climate Change ,
Corp Fin ,
Directors ,
Disclosure Requirements ,
Division of Corporate Finance ,
Environmental Social & Governance (ESG) ,
Investors ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
UK Brexit
On February 6, 2019, the Securities and Exchange Commission's Division of Corporation Finance ("Corp Fin") posted two identical Compliance & Disclosure Interpretations ("C&DIs") relating to diversity disclosure under Items...more
This memorandum outlines considerations for foreign private issuers ("FPIs") in preparation for the 2019 annual reporting season. Part I (pg. 2) provides a summary of certain key trends and insights from the 2018 US proxy...more
1/16/2019
/ Annual Reports ,
Auditors ,
Board of Directors ,
Clawbacks ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Disclosure Requirements ,
Foreign Private Issuers ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
NIST ,
NYSE ,
PCAOB ,
Proxy Season ,
Proxy Voting Guidelines ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
XBRL Filing Requirements
SEC Adopts Hedging Rules, Extends Regulation A to all Public Companies and Solicits Comments on Earnings Releases and Quarterly Reports.
SEC Adopts Rules for Public Companies to Use Regulation A -
Keeping up with the...more
1/15/2019
/ Amended Rules ,
Capital Raising ,
Disclosure Requirements ,
Earnings Reports ,
Final Rules ,
Form 10-Q ,
Form 8-K ,
Hedging ,
Policies and Procedures ,
Public Comment ,
Public Offerings ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulation A ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)