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
Ninth Circuit Decision Highlights Importance of Updating Risk Factors to Address Material Developments, including those relating to Cybersecurity Risks.
As companies prepare their periodic reports with the SEC, a recent...more
Recent warnings from the US Securities and Exchange Commission ("SEC") and the US Congress could translate into more aggressive scrutiny of trading plans adopted pursuant to Rule 10b5-1 of the Securities and Exchange Act of...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
Strong ESG credentials and long-term plans to improve their relationship with society and the environment are increasingly important to ensure companies’ access to capital.
Environmental, social and governance (ESG) matters...more
8/7/2020
/ Acquisitions ,
Black Lives Matter ,
BlackRock ,
Capital Raising ,
Climate Change ,
Corporate Social Responsibility ,
Employee Benefits ,
Employee Rights ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Crisis ,
Global Dealmaking ,
Human Rights ,
Investors ,
Mergers ,
Middle East ,
Multinationals ,
Popular ,
Public Disclosure ,
Renewable Energy ,
SASB ,
Shareholder Proposals ,
Shareholders ,
Workplace Safety
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
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
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