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)
On April 2, 2020, the proxy advisory firm Glass Lewis announced that unedited company feedback may now be included with its proxy research reports and provided “directly to the voting decision makers at every investor...more
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
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
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
In light of the heightened focus on environmental and social (“E&S”) disclosure, White & Case’s Public Company Advisory Group conducted a survey of E&S website disclosures of 84 small- and mid-cap US public reporting...more
12/5/2019
/ Capitalization ,
Common Reporting Standard (CRS) ,
Corporate Governance ,
Energy Sector ,
Environmental Social & Governance (ESG) ,
Health and Safety ,
Human Rights ,
Initial Public Offering (IPO) ,
Life Sciences ,
Public Disclosure ,
Publicly-Traded Companies ,
Retailers ,
Services ,
Surveys ,
Sustainability ,
Technology Sector ,
Websites
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
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
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
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)