As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more
10/3/2023
/ Annual Reports ,
Artificial Intelligence ,
CDIs ,
Clawbacks ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Financial Restatements ,
GAAP ,
Insider Trading ,
Non-GAAP Financial Measures ,
Performance Incentives ,
Proxy Season ,
Publicly-Traded Companies ,
Related Parties ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Ukraine ,
XBRL Filing Requirements
The Ukraine crisis raises a host of potential forward-looking statement qualifiers and risk factors to consider, as U.S. and European leaders swiftly issued several rounds of progressively more severe sanctions against...more
In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more
1/21/2022
/ Board of Directors ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Equity Compensation ,
Glass Lewis ,
Independent Directors ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Statements ,
Securities and Exchange Commission (SEC)
As companies prepare upcoming periodic reports, they should focus on carefully reviewing and updating their risk factors. Some of the considerations may include...more
7/13/2021
/ Adverse Events ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Executive Orders ,
Form 10-K ,
Form 10-Q ,
MD&A Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Assessment
ISS recently published FAQ guidance addressing how it will approach COVID-related pay decisions under its pay-for-performance qualitative evaluation. The guidance reflects feedback from discussions with investors and its...more
As public companies prepare their Q3 releases and filings, some of the key issues they should consider include:
..MD&A – as we reported last quarter, the SEC Staff issued COVID-19 guidance in June calling for companies to...more
Based on Q2 reporting to date, few companies opted to present non-GAAP financial measures using the new metric term “EBITDAC” (earnings before interest, tax, depreciation, amortization – and COVID-19). That is not surprising,...more
On June 30, 2020, Jay Clayton, SEC chair, and Bill Hinman, Director of Corporation Finance, hosted an investor roundtable seeking input from investors on how to improve disclosures during this period of COVID-19. The...more
In light of health, transportation and logistical issues raised by COVID-19, the SEC staff recently extended previously announced relief for several types of submissions.
..Form 144 paper filings and certain forms (other...more
On June 23, 2019, both the Division of Corporation Finance and the Office of the Chief Accountant issued additional statements to public companies and their stakeholders about the importance of “high-quality” financial...more
The SBA and Treasury published the much anticipated PPP loan forgiveness application late last Friday evening. The application itself provides more guidance than contained in the existing FAQs and regulations relating to use...more
Because of the rapid shift from in-person to virtual annual meetings mandated by COVID-19 health and safety concerns, many companies held first-time virtual-only meetings, with both management and shareholders exploring the...more
The SEC Staff published FAQs addressing several questions relating to the SEC’s March 25th Order extending filing relief for public companies unable to meet a filing deadline because of circumstances related to COVID-19....more
As states slowly move to reopen their economies, many returning employees will be shocked by the radical changes in their workplaces. Collaborative spaces, ping pong tables and community break rooms, among other areas, will...more
As more companies prepare to file Form 10-Qs, they should give special attention to risk factors – particularly to consider whether new risks have emerged or hypothetical ones have become real. The Form calls for disclosure...more
As the COVID-19 pandemic disrupts life across the United States with lockdowns and stay-at-home orders in many states and cities, directors and officers wrestle with alternatives for holding annual stockholder meetings in a...more
Our world is changing on a daily – if not hourly – basis, as we deal with unprecedented challenges brought on by the COVID-19 pandemic. This Q&A provides public companies with U.S. securities laws and corporate governance...more