The U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity rules. Consequently, Nasdaq-listed companies are no longer required to satisfy Nasdaq’s “comply or explain” director...more
SEC officials have declared artificial intelligence (“AI”) “the most transformative technology of our times” while cautioning that “if a public company is using AI, that company has to be honest about the role AI plays in its...more
The 2024 CDP questionnaire has a significantly revised scope and structure, including an integrated questionnaire addressing climate, forests, water security, biodiversity and plastics. The 2024 CDP questionnaire will...more
The SEC has finalized its long-awaited climate-related disclosure rules. The final rules are consistent with what we believe institutional investors were looking for with respect to climate-related risk oversight and have...more
The SEC announced that it will consider whether to adopt its final rule for the Enhancement and Standardization of Climate-Related Disclosures for Investors at an open meeting scheduled for March 6, 2024. While uncertainty...more
On October 7, 2023, California Governor Gavin Newsom signed the most comprehensive corporate climate disclosure laws in the United States to date. The three new laws—Senate Bill 253 (SB 253), Senate Bill 261 (SB 261), and...more
The SEC has finalized rules requiring public companies to disclose information about cybersecurity incidents, risk management, strategy and governance. This guide to help public companies comply with SEC rules covers...more
The SEC has scheduled an open meeting on Wednesday to decide on the adoption of eagerly anticipated cybersecurity incident and governance reporting rules. If the agency adopts rules that align with what it proposed last year,...more
The SEC recently introduced “Insider Trading Arrangements and Related Disclosure” rules that mandate disclosure of Rule 10b5-1 trading arrangement utilization by directors and officers, as well as insider trading policy and...more
The SEC has adopted final share repurchase disclosure rules requiring public companies to provide more detailed disclosures about their share repurchases and to tag those disclosures in Inline XBRL. Below are the key...more
During an open meeting held December 14, 2022, the SEC voted unanimously in favor of adopting changes to the rules governing insider trading defenses, including amendments to Rule 10b5-1 under the Securities Exchange Act of...more
On November 17, 2021, the Securities and Exchange Commission (SEC) adopted rule and form amendments to the proxy rules, requiring the use of a “universal proxy card” in director election contests, and imposed new voting...more
On Friday, October 7, 2022, the Securities and Exchange Commission (the “SEC”) reopened the public comment periods for eleven rulemaking proposals and one request for comment due to a technical error that prevented the SEC...more
On August 25, 2022, the SEC adopted a final rule implementing a provision of the Dodd-Frank Act of 2010 requiring public companies to provide clear disclosure of the relationship between executive compensation and company...more
On March 21, 2022, the Securities and Exchange Commission issued long-awaited proposed rules (“Proposed Rules”) that would require specific new types of climate change disclosures. The purpose of the Proposed Rules is to...more
The SEC has proposed new disclosure rules for public companies regarding cybersecurity incidents and related policies and procedures. We will discuss in a forthcoming post practical considerations and best practices that...more
In addition to the proposed rules regarding insider trading policies that we wrote about a few weeks ago, the Securities and Exchange Commission has also proposed amendments to its rules regarding disclosure about stock...more
Corporate Governance and Securities Law Developments -
Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance -
On October 1, the Delaware Court of Chancery refused to dismiss a...more
10/23/2019
/ Breach of Duty ,
Business Judgment Rule ,
Class Action ,
Clinical Trials ,
Compensation & Benefits ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Derivative Suit ,
Disclosure Requirements ,
Entire Fairness Standard ,
FDA Approval ,
Fiduciary Duty ,
Government Investigations ,
Human Capital ,
Institutional Investors ,
Merger Agreements ,
Mootness ,
Overboarding ,
Pharmaceutical Industry ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Standards ,
Reputational Injury ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
Squeeze-Out Mergers ,
Termination ,
Venture Capital
On June 28, 2018, the Securities and Exchange Commission ("SEC") adopted amendments to the definition of "smaller reporting company" to expand the number of public companies that are eligible to provide scaled disclosure and...more
7/11/2018
/ Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Executive Compensation ,
Financial Reporting ,
Financial Statements ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Threshold Requirements
Director compensation suits may survive a motion to dismiss in Delaware even if director compensation is within a shareholder-approved limit.
...more
Many issuers are currently either finalizing their first pay ratio disclosure, or are beginning the process of identifying their median employee. We developed a comprehensive step-by-step checklist with practice tips to help...more
On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more
10/3/2017
/ C&DIs ,
CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Independent Contractors ,
New Guidance ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling
On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more
9/29/2017
/ C&DIs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Independent Contractors ,
Multinationals ,
New Guidance ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling
In the last few years, Delaware courts have issued several rulings in lawsuits involving complaints of excessive compensation to non-employee directors (1). The takeaways from these cases can be summarized as follows...more