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
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
On December 20, 2021, the SEC's Division of Corporation Finance (the "Division") posted an illustrative letter containing sample comments that the Division may issue to companies based in, or with the majority of their...more
To address what the SEC characterizes as "critical gaps" in its insider trading regime, on December 15, 2021, the Securities and Exchange Commission (the "SEC") voted unanimously to propose amendments to Rule 10b5-1 under the...more
12/23/2021
/ Disclosure Requirements ,
Insider Trading ,
Non-Public Information ,
Proposed Amendments ,
Proposed Rules ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Share Buybacks ,
Stock Repurchases ,
Stocks ,
Trading Plans
In the past few weeks, both major proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), have issued their updated proxy voting guidelines for the 2022 proxy season. These...more
12/16/2021
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Disclosure ,
Diversity ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Shareholder Proposals ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs)
In a win for activist shareholders, on November 17, 2021, the SEC voted to adopt final rules requiring the use in contested director elections of domestic issuers of "universal proxy cards," or proxy cards naming all director...more
On November 3, 2021, Corp Fin issued new guidance which signals a major shift in the SEC’s approach to no-action requests to exclude shareholder proposals relating to environmental and social ("E&S") matters. Previously, the...more
11/5/2021
/ Business Exclusion ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Financial Institutions ,
Financial Services Industry ,
Micromanagement ,
No-Action Relief ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Sustainability
On September 22, 2021, in a step that emphasizes the SEC's increased focus on climate change disclosure, the SEC's Division of Corporation Finance ("Corp Fin") issued a sample letter for public companies containing comments...more
In a landmark action, the US Securities and Exchange Commission ("SEC") filed a complaint alleging insider trading that expands the potential reach of insider trading law. On August 17, 2021, the SEC charged a former employee...more
On August 19, 2021, the New York Stock Exchange (“NYSE”) filed a proposal to amend its related party transaction rule for a second time in 2021. Below is a summary of the key developments regarding this rule change.
What...more
While ESG issues have been a "hot topic" for several years, in recent weeks, the SEC has significantly increased its focus on the topic, paying particular attention to climate:
- Corp Fin to Focus on Climate Disclosure: On...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2021 annual reporting and proxy season.
Section I of this memo, which was...more
3/9/2021
/ Annual Reports ,
CD&A ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
This is Part I of a two-part memorandum series outlining key considerations from White & Case’s Public Company Advisory Group for US public companies during the 2021 annual reporting and proxy season.
Part I of this memo...more
On December 1, 2020, Nasdaq submitted a proposal to the SEC to adopt new listing rules related to board diversity and disclosure. If approved by the SEC, the new listing rules would require most Nasdaq-listed companies to...more
On November 12, 2020, Institutional Shareholder Services ("ISS") announced its policy updates for the 2021 proxy season, effective for meetings on or after February 1, 2021. Key updates include the following...more
11/30/2020
/ Benchmarks ,
Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Exclusive Forum ,
Fee-Shifting ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Proposals
On October 16, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to certain auditor independence requirements in Rule 2-01 of Regulation S-X. The amendments modernize the rules and "more effectively...more
11/11/2020
/ Acquisitions ,
Affiliates ,
Audit Reports ,
Auditor Independence ,
Beneficial Owner ,
FASB ,
Final Rules ,
Financial Reporting ,
Initial Public Offering (IPO) ,
Investor Protection ,
Loan Provision ,
Mergers ,
Private Equity Funds ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
On August 26, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to crucial SEC disclosure requirements under Regulation S-K, including Item 101 (Description of Business), Item 103 (Legal Proceedings)...more
9/5/2020
/ Amended Rules ,
Disclosure Requirements ,
Human Capital ,
Item 101 ,
Item 103 ,
Item 105 ,
Modernization ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC)
These are unprecedented times, and companies are facing important issues as they navigate the current economic, political, and social climate. The COVID-19 pandemic and Black Lives Matter movement have put the spotlight on...more
8/17/2020
/ Annual Meeting ,
Black Lives Matter ,
Board of Directors ,
Business Continuity Plans ,
Carbon Emissions ,
Climate Change ,
Corporate Culture ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Diversity ,
Employee Benefits ,
Employee Rights ,
Employee Training ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Ethical Standards ,
Filing Requirements ,
Fortune 100 ,
Green Finance ,
Human Capital ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Renewable Energy ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Socially Responsible Investments ,
Surveys ,
Sustainability ,
Workplace Safety
On May 4, 2020, the staff of the Division of Corporation Finance (“Corp Fin”) at the Securities and Exchange Commission (the “SEC”) published four COVID-19 related FAQs. This additional guidance relates to SEC’s March 25,...more
5/13/2020
/ Coronavirus/COVID-19 ,
Corp Fin ,
Exceptions ,
Filing Deadlines ,
Form 8-K ,
Form S-3 ,
Nasdaq ,
Notice Requirements ,
Offerings ,
Publicly-Traded Companies ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Shareholder Approval ,
Temporary Regulations
In light of the continuing impact COVID-19 is having on public companies, the Securities and Exchange Commission (the "SEC" or the "Commission") has taken several actions to provide "temporary, targeted relief to issuers"...more
On March 19, 2020, Glass Lewis announced that for the duration of the 2020 proxy season, it will "take into account the extenuating circumstance of the COVID-19 pandemic when applying [its] policy on virtual-only shareholder...more
March 14, 2020, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC” or the “Commission”) provided helpful guidance to issuers, shareholders and other market...more
3/20/2020
/ Annual Meeting ,
Broker-Dealer ,
Collaboration ,
Coronavirus/COVID-19 ,
Corp Fin ,
Corporate Issuers ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Virtual Meetings
On March 4, 2020, the Securities and Exchange Commission (the “SEC”) issued an order (the “Order”) providing that, subject to certain conditions, public companies and other persons required to make filings with the SEC, would...more
The recent proposal by the SEC would eliminate overlapping or unnecessary disclosures and promote a principles-based approach to MD&A.
Background -
On January 30, 2020, the US Securities and Exchange Commission (the...more