Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more
12/22/2022
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure ,
Diversity ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Overboarding ,
Popular ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Shareholder Proposals ,
Shareholders
In light of the dislocation experienced by the crypto industry in recent months, as demonstrated through a number of highly publicized bankruptcies causing "widespread disruption" in the space, on December 8, 2022, the...more
The Annual Report season will soon be upon us, and it is important to assess a company's risk factors at the outset and whether recent developments, including those relating to macroeconomic, geopolitical, and public health...more
11/1/2022
/ Annual Reports ,
Capital Markets ,
Climate Change ,
Coronavirus/COVID-19 ,
Customs and Border Protection ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Global Economy ,
Human Capital ,
Interest Rates ,
Investors ,
Market Conditions ,
Military Conflict ,
Price Inflation ,
Publicly-Traded Companies ,
Risk Factors ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Supply Chain ,
Ukraine ,
Uyghur Forced Labor Prevention Act (UFLPA)
On August 25, 2022, the Securities and Exchange Commission (the "SEC") adopted new rules implementing the pay versus performance disclosure mandated by Congress in the Dodd-Frank Wall Street Reform and Consumer Protection Act...more
9/7/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
New Rules ,
Pay-for-Performance ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Total Shareholder Return (TSR) ,
XBRL Filing Requirements
Under Nasdaq's new Rule 5606, the board diversity disclosure rule, the deadline for most Nasdaq-listed companies to publicly disclose diversity statistics regarding their board of directors using a Board Diversity Matrix is...more
The regulatory landscape for ESG disclosure by U.S. public companies faces potentially dramatic changes, with the Securities and Exchange Commission ("SEC") proposing rules that would mandate comprehensive climate change...more
On March 21, 2022, in a landmark proposal, the Securities and Exchange Commission ("SEC") proposed rules that would require public companies to disclose extensive climate-related information in their SEC filings....more
3/25/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 9, 2022, the Securities and Exchange Commission ("SEC") proposed rules that would require public companies to make prescribed cybersecurity disclosures. The proposed rules would "strengthen investors' ability to...more
3/15/2022
/ Broker-Dealer ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Investment Adviser ,
Investment Companies ,
Investors ,
Proposed Rules ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC)
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
On January 14, 2022, in a closely watched decision, a federal judge in the Northern District of California denied a motion to dismiss a complaint brought by the US. Securities and Exchange Commission ("SEC") that presented a...more
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)
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
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
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)
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