Proposed rules are moderately scaled-back in final version; Scope 1 and 2 are required if material; Scope 3 is out; compliance will still be burdensome -
On March 6, 2024, by a split vote of 3-2, the U.S. Securities and...more
3/8/2024
/ Climate Change ,
Compliance ,
Disclosure Requirements ,
Final Rules ,
Greenhouse Gas Emissions ,
Regulatory Oversight ,
Renewable Energy Incentives ,
Risk Assessment ,
Risk Management ,
Risk Mitigation ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
As a result of a recent decision by the Fifth Circuit Court of Appeals, the SEC’s previously adopted Share Repurchase Disclosure Modernization Rule has been put on hold. While the SEC may appeal the final decision (if and...more
Public companies are swiftly adopting policies regarding “erroneously awarded compensation” by December 1, 2023, to comply with listing standards required by the new SEC Rule 10D-1. These policies will require companies to...more
In groundbreaking legislation, California continues to lead the nation in climate change regulation by enacting the bulk of the California Climate Accountability Package – an unprecedented climate disclosure mandate for...more
On July 26, 2023, the U.S. Securities and Exchange Commission (the “Commission”) adopted final rules on cybersecurity risk management, strategy, governance, and incident disclosure by a split vote of 3-2. While the...more
On May 3, 2023, the U.S. Securities and Exchange Commission (the “Commission”) adopted amendments to its rules regarding share repurchase disclosures (the “Final Rules”) in an effort to enhance transparency and...more
Pressures from investors and other stakeholders, the wide range of ESG interests and issues, and the fluid nature of ESG can be overwhelming. The proposed rule serves as a reminder that companies should not overlook...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted its long-awaited pay versus performance (PvP) rules mandated by the Dodd-Frank Act of 2010.1 These rules amend the SEC’s existing executive compensation...more
On March 21, 2022, the Securities and Exchange Commission (SEC) proposed widely anticipated rules that would require registrants to provide specified climate-related information in registration statements and periodic...more
On March 9, 2022, the Securities and Exchange Commission (SEC) proposed rules intended to enhance and standardize public company disclosures regarding cybersecurity risk management, strategy, governance, and incident...more
On December 15, 2021, the Securities and Exchange Commission (“SEC”) proposed new rules regarding Rule 10b5-1 plans and disclosure requirements for company share repurchases.
The proposal regarding Rule 10b5-1 plans...more
BlackRock Doubles Down on Sustainability -
• BlackRock signals substantially more assertive posture on climate-related issues
• New approach to shareholder proposals saw BlackRock support 54% of environmental and social...more
4/23/2021
/ Benchmarking ,
BlackRock ,
Climate Change ,
Coronavirus/COVID-19 ,
Diversity and Inclusion Standards (D&I) ,
EEO-1 ,
Environmental Social & Governance (ESG) ,
Institutional Shareholder Services (ISS) ,
Investment ,
Securities and Exchange Commission (SEC) ,
State Street ,
Sustainability ,
Transparency ,
Vanguard
The global COVID-19 pandemic, severe weather events, and the social unrest unleashed in the United States over the past year have amplified the role of Environmental, Social and Governance (“ESG”) as a driving factor in...more
Proxy advisory firms ISS and Glass Lewis have issued their annual updated proxy voting guidelines for the upcoming 2021 proxy season. Glass Lewis’s new guidelines apply to shareholder meetings on or after January 1, 2021,...more
12/8/2020
/ Advance Notice ,
Board of Directors ,
Diversity and Inclusion Standards (D&I) ,
Environmental Policies ,
Exclusive Forum ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Notice Requirements ,
Policy Terms ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment ,
Term Limits ,
Virtual Meetings ,
Woman Board Members
On September 23, 2020, the SEC adopted long-awaited amendments to Rule 14a-8 modifying the criteria for eligibility and resubmission of shareholder proposals. Prior to these amendments, the submission threshold had not been...more
On August 26, 2020, the Securities and Exchange Commission adopted modest amendments to Item 101 (business description), Item 103 (legal proceedings) and Item 105 (risk factors) of Regulation S-K. The amendments reflect...more
On March 2, 2020, the Securities and Exchange Commission (the “SEC”) released its final rule amending the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, including...more
3/6/2020
/ Amended Regulation ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
New Rules ,
Parent Corporation ,
Publicly-Traded Companies ,
Regulation S-X ,
REIT ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Subsidiaries ,
UPREITS
How could the government shutdown affect your M&A transactions? Understand the ramifications of the shutdown through the lens of antitrust, securities and exchange commission, CFIUS, export controls and economic sanctions...more