On December 14, 2022, the SEC unanimously adopted significant changes to the requirements for Rule 10b5-1 trading plans, one day shy of the anniversary of its proposals, including...more
On October 26, 2022, the SEC – by a 3-2 vote – approved final rules directing the NYSE, Nasdaq and other stock exchanges to adopt requirements for listed companies to develop and implement clawback, or recovery, policies that...more
10/28/2022
/ Clawbacks ,
Compliance ,
Corporate Governance ,
Department of Justice (DOJ) ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Listing Rules ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange
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. Those items, along with a few other “hot topics,” include the...more
10/11/2022
/ Annual Meeting ,
Annual Reports ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
MD&A Statements ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022. This means that both...more
9/1/2022
/ Board of Directors ,
Bylaws ,
Corporate Governance ,
Disclosure Requirements ,
New Rules ,
Nominee Directors ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholders ,
Universal Proxy ,
Universal Proxy Cards
More than seven years after their original proposal, the SEC adopted new rules requiring companies to disclose metrics reflecting the relationship between executive compensation actually paid and the company’s financial...more
All Nasdaq-listed companies must now disclose a board diversity matrix by the later of (1) August 8, 2022, or (2) the date the company files its proxy statement for the 2022 annual meeting of shareholders (or, if companies do...more
8/12/2022
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Form 10-K ,
Form 20-F ,
Listing Rules ,
Minorities ,
Nasdaq ,
Proxy Statements ,
Publicly-Traded Companies ,
Woman Board Members
On July 13, 2022, by a 3-2 party-line vote, the SEC proposed amendments to Rule 14a-8 to modify three of the existing bases for the exclusion of shareholder proposals from a company’s proxy statement, namely:
,,The...more
Now that we are knee deep in annual meeting season, companies should consider preparing for “what if” questions that may arise during Q&A based on current events. For example, shareholders (including employee shareholders)...more
Following the April 11 expiration of the comment period for the SEC’s dramatic proposal to amend the 13D/13G rules, we reviewed submissions to the SEC from some of the notable commenters. While a number of corporations and...more
On March 21, 2022, the SEC announced proposed new rules that would require public companies to disclose certain climate-related information in registration statements and periodic reports. Under the rules, a company would be...more
3/23/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
MD&A Statements ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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)
On December 15, 2021, the SEC proposed significant changes to the requirements for Rule 10b5-1 trading plans.
The SEC attributed the proposals to concerns expressed by courts, commentators and members of Congress that...more
Spring-loading - awarding equity awards before announcing material good news - was in the headlines 15 years ago but still surfaces on occasion, notably when in July 2020 Kodak made large grants to executives the day before a...more
Yesterday the SEC approved new proxy rules requiring the use of universal proxy cards by management and shareholders soliciting proxy votes for their candidates in non-exempt director election contests, as well as mandating...more
11/19/2021
/ Board of Directors ,
Corporate Governance ,
Nominee Directors ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Votes ,
Shareholders
The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act. Specifically, the...more
11/15/2021
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
New Guidance ,
Ordinary Business Exception ,
Proxy Materials ,
Proxy Season ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
Many public companies conduct periodic corporate governance reviews as they prepare for year-end, preferably on a “clear day” where the absence of a threat can support a lower standard of judicial scrutiny for bylaw changes. ...more
Considerations for companies planning for next proxy season should include the following:
Risk Factors -
..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
11/3/2021
/ Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Form 10-K ,
Incentive Compensation ,
MD&A Statements ,
NYSE ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Votes ,
Shareholders
As discussed in our March 4, 2021 and March 17, 2021 posts, Allison Herren Lee, then the Acting Chair of the SEC, previously issued a Public Statement and delivered a speech announcing the SEC’s enhanced focus on...more
The SEC today approved Nasdaq’s board diversity proposal, which will require each Nasdaq-listed company to publicly disclose information on the voluntary self-identified gender and racial characteristics and LGBTQ+ status of...more
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
Today SEC Chair Gensler announced that he has directed the staff to make recommendations on “how we might freshen up Rule 10b5-1” in order to address “real cracks in our insider trading regime.” As discussed in our March 11,...more
Newly installed Chairman Gary Gensler announced on June 1, 2021 that he is directing the SEC staff to consider whether to revisit its recent actions with respect to proxy voting advice businesses, including:
..The SEC’s...more
Last week the Staff of the Division of Corporation Finance issued a statement addressing a variety of accounting, financial reporting and governance issues that a private operating company should consider before undertaking a...more
In a speech on March 15, 2021, Allison Herren Lee, Acting Chair of the SEC, reported on the steps the SEC is taking to meet investors’ growing demand for climate and ESG information, stating that “no single issue has been...more
3/17/2021
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholder Rights ,
Sustainability
Yesterday, John Coates, the acting director of the SEC’s Division of Corporation Finance, announced a proposed framework for considering new ESG disclosure requirements, recognizing that while the scope of ESG issues is very...more