The U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity rules. Consequently, Nasdaq-listed companies are no longer required to satisfy Nasdaq’s “comply or explain” director...more
With the compliance deadline for the newly issued Item 408(b) of Regulation S-K approaching for calendar-year-end companies and the increased use by the Department of Justice and the SEC of data analytics in pursuing insider...more
The SEC has scheduled an open meeting on Wednesday to decide on the adoption of eagerly anticipated cybersecurity incident and governance reporting rules. If the agency adopts rules that align with what it proposed last year,...more
The SEC has adopted final share repurchase disclosure rules requiring public companies to provide more detailed disclosures about their share repurchases and to tag those disclosures in Inline XBRL. Below are the key...more
2022 was a busy year in rulemaking for the Securities and Exchange Commission (SEC). As a result, there are many new disclosure requirements for companies to keep top of mind as they work through this year’s annual report,...more
1/27/2023
/ Compliance Dates ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Final Rules ,
Form 10-K ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...more
1/19/2023
/ Capital Markets ,
Disclosure Requirements ,
Glass Lewis ,
Hedging ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On November 17, 2021, the Securities and Exchange Commission (SEC) adopted rule and form amendments to the proxy rules, requiring the use of a “universal proxy card” in director election contests, and imposed new voting...more
The Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued a sample letter on December 8, 2022, highlighting considerations that public companies that are in, or connected to, the crypto...more
On August 25, 2022, the SEC adopted a final rule implementing a provision of the Dodd-Frank Act of 2010 requiring public companies to provide clear disclosure of the relationship between executive compensation and company...more
The SEC has proposed new disclosure rules for public companies regarding cybersecurity incidents and related policies and procedures. We will discuss in a forthcoming post practical considerations and best practices that...more
In addition to the proposed rules regarding insider trading policies that we wrote about a few weeks ago, the Securities and Exchange Commission has also proposed amendments to its rules regarding disclosure about stock...more