In April, companies were faced with addressing the impacts of tariffs and a global trade war, as discussed in our April 8, 2025 post. Companies now find themselves grappling with the need to re-address these issues in light...more
7/23/2025
/ Artificial Intelligence ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Foreign Currency ,
Form 10-K ,
Form 10-Q ,
International Trade ,
Military Conflict ,
Publicly-Traded Companies ,
Quarterly Report ,
Reporting Requirements ,
Risk Factors ,
Tariffs ,
Trade Wars ,
US Trade Policies
Public companies regularly face challenges in protecting confidential information relating to material announcements of corporate developments as well as financial results and other events. For example, recently, the U.S....more
7/15/2025
/ Confidential Information ,
Corporate Misconduct ,
Disclosure Requirements ,
Enforcement Actions ,
Fraud ,
Insider Trading ,
Material Nonpublic Information ,
Misappropriation ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Violations
In light of the recent market volatility, public companies should keep in mind the upcoming annual re-evaluation of their filer status, as a change may have ramifications for both the timing and content for the following...more
6/19/2025
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Executive Compensation ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
On June 4, 2025, the SEC released a Concept Release seeking public comment on potential changes to the definition of foreign private issuer (“FPI”), which changes may have the effect of reducing the number of foreign...more
6/10/2025
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Foreign Investment ,
Foreign Private Issuers ,
GAAP ,
IASB ,
IFRS ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation G ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As companies prepare to file Form 10-Qs, they should give special attention to risk factors in light of recently announced global tariffs. The situation is particularly challenging due to the fluid environment, including the...more
4/9/2025
/ Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Form 10-K ,
Form 10-Q ,
International Trade ,
MD&A Statements ,
Publicly-Traded Companies ,
Retaliatory Tariffs ,
Risk Assessment ,
Risk Management ,
Risk Mitigation ,
Securities Regulation ,
Supply Chain ,
Tariffs ,
Trade Relations ,
Trade Wars
BCLP hosted its annual CLE event, "Public Company Update and Other Trending Topics,” in St. Louis recently.
Some of the key issues covered by the event, along with some takeaway considerations for companies, include the...more
2/11/2025
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Financial Services Industry ,
Insider Trading ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities Regulation ,
Stock Options
As discussed in our September 1, 2021 post, the SEC brought its first “shadow insider trading” case against Matthew Panuwat, a company employee who purchased options in a competitor’s shares shortly after learning his...more
6/14/2024
/ Confidential Information ,
Corporate Governance ,
Criminal Convictions ,
Criminal Prosecution ,
Enforcement Actions ,
Insider Trading ,
Material Nonpublic Information ,
Materiality ,
Misappropriation ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Securities Fraud
At the recent meeting of the Employee Benefits and Executive Compensation Subcommittee at the ABA’s Business Law Fall meeting, moderators identified several hot topics stemming from the new compensation recovery (clawback)...more
A flurry of recent lawsuits in the wake of the Supreme Court’s June decision on affirmative action have further muddied the waters for public companies trying to thread their way through competing interests....more
8/16/2023
/ Affirmative Action ,
Annual Reports ,
Civil Rights Act ,
College Admissions ,
Corporate Counsel ,
Corporate Governance ,
Disclosure ,
Disclosure Requirements ,
Discrimination ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Equal Employment Opportunity Commission (EEOC) ,
Kellogg Company ,
Publicly-Traded Companies ,
Reverse Discrimination ,
Risk Mitigation ,
SCOTUS ,
Shareholder Activism ,
Shareholders ,
Target
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
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
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 the COVID-19 pandemic unfolded, public companies took action in response to the impact and potential impact of the pandemic on their businesses and the economy. The actions often included temporary compensation reductions...more
As previously noted, the SEC issued supplemental disclosure guidance near the end of the second quarter which, among other things, set forth dozens of questions for companies to consider as they assess and disclose the...more
On May 21, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments (the “Amendments”) to streamline the financial statement disclosures that are required in connection with acquisition and disposition...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
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders.
In this edition, we review:
...SEC Changes Approach to Shareholder Proposal No-Action Requests
...SEC Issues...more
10/24/2019
/ Breach of Contract ,
Cease and Desist Orders ,
Clean Water Act ,
Contract Terms ,
Corporate Governance ,
Default ,
Enforcement Actions ,
Environmental Violations ,
Federal Loans ,
Food and Drug Administration (FDA) ,
Institutional Shareholder Services (ISS) ,
Interpretive Letters ,
Investment Adviser ,
Libor ,
Material Nonpublic Information ,
MD&A Statements ,
Misrepresentation ,
New Guidance ,
No-Action Requests ,
Pharmaceutical Industry ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders.
In this edition we review... ...more
8/28/2018
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Equity Compensation ,
Executive Compensation ,
Insider Trading ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Share Buybacks ,
Smaller Reporting Companies
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. You are welcome to contact us to discuss any of the topics....more
5/29/2018
/ Corporate Governance ,
Cybersecurity ,
EDGAR ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulation FD ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)