In an effort to reverse corporate departures from Delaware, its state legislature amended the Delaware General Corporation Law to overturn multiple Chancery Court decisions....more
5/27/2025
/ Amended Legislation ,
Climate Change ,
Corporate Governance ,
Delaware General Corporation Law ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Activism ,
Tariffs
President Trump’s nominee for SEC Chair, Paul Atkins, advocates a business-friendly, light-touch regulatory philosophy and is expected to lead the agency to retether its rulemaking to the SEC’s three-part statutory mission —...more
SEC Penalizes Director for Misleading D&O Questionnaire Response -
The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more
11/13/2024
/ Beneficial Owner ,
Board of Directors ,
Climate Change ,
Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
D&O Insurance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Failure-to-File ,
Form 8-K ,
Investors ,
Materiality ,
Misleading Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders
Last month, the SEC announced another enforcement action emphasizing the need for early disclosure of cybersecurity events. In the recent action, the company had taken three weeks to act on internal alerts of malware on its...more
8/14/2024
/ Chevron Deference ,
Conflicts of Interest ,
Controlling Stockholders ,
Cyber Attacks ,
Cybersecurity ,
Elon Musk ,
Financial Accounting ,
Internal Controls ,
Loper Bright Enterprises v Raimondo ,
Malware ,
Proxy Contests ,
Proxy Statements ,
Ransomware ,
Relentless Inc v US Department of Commerce ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Tesla
SEC Wins “Shadow Trading” Case -
The SEC notched a major win in its recent Panuwat case, described as the first-ever “shadow trading” enforcement action. After a biotech executive learned about his company’s imminent...more
4/30/2024
/ Artificial Intelligence ,
Beneficial Owner ,
Board of Directors ,
Climate Change ,
Compliance ,
Corporate Governance ,
Corporate Transparency Act ,
Cyber Threats ,
Disclosure Requirements ,
Enforcement Actions ,
Enforcement Priorities ,
FinCEN ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
SEC Adopts Final Rules on Cybersecurity Disclosures -
The SEC has adopted rules requiring companies to provide disclosure within four business days of determining that a material cybersecurity incident has occurred, and...more
10/18/2023
/ Artificial Intelligence ,
Clawbacks ,
Conflicts of Interest ,
Cyber Incident Reporting ,
Cybersecurity ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Electronic Communications ,
EU ,
Foreign Subsidies ,
New Guidance ,
New Rules ,
Popular ,
Reporting Requirements ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Text Messages
Recent statements by regulators and new court decisions signal continued scrutiny of SPACs and operating companies going public through de-SPAC mergers.
Key Points:
..The SEC has indicated that it will continue its...more
Corporate reporting (including SEC developments), climate change, energy transition, supply chain management, and the mitigation of ESG-related litigation risk are expected to be the leading ESG themes of this year.
As...more
1/6/2022
/ China ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Greenwashing ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Supply Chain ,
Task Force on Climate-related Financial Disclosures (TCFD)
Developing a process for foreign private issuers to pursue frequently beneficial business opportunities.
Investors and regulators in the current corporate governance environment have increased their focus on companies’...more
UPDATE (October 29, 2015): On October 22, 2015, the Staff of the Securities and Exchange Commission’s Division of Corporate Finance issued Staff Legal Bulletin No. 14H1, clarifying when a company may exclude a shareholder...more