Retired senior executives often receive, or seek out, public company directorships as the next step in their journeys. Before accepting, they should carefully evaluate key areas to make sure they are prepared for the...more
7/29/2025
/ Board of Directors ,
C-Suite Executives ,
Compensation & Benefits ,
Conflicts of Interest ,
Corporate Governance ,
Corporate Officers ,
Due Diligence ,
Executive Compensation ,
Fiduciary Duty ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
The Clayton Act
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
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
One of the routine duties of counsel for a public company is advising officers and directors on their trades in company stock and their SEC responsibilities when they leave. Because those discussions are routine, it may be...more
5/22/2024
/ 10b5-1 Plans ,
Blackout Rules ,
Board of Directors ,
Compliance ,
Corporate Governance ,
Corporate Officers ,
Employee Retirement Income Security Act (ERISA) ,
Filing Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Risk Management ,
Rule 144 ,
Securities Regulation
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
A divided SEC on July 26, 2023 approved new requirements for reporting of material cybersecurity incidents in real-time current reports on Form 8-K or 6-K and disclosure of cybersecurity risk management, strategy and...more
7/28/2023
/ Annual Reports ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has scheduled a public meeting for July 26, 2023 to, among other things, “consider whether to adopt rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and...more
Over the past few years, the SEC has renewed its focus on public company failures to disclose perquisites and related person transactions. As discussed under “Deeper Dive” below, most of the cases involve companies that...more
Despite the ongoing COVID-19 pandemic, companies continue to access the capital markets. In fact, liquidity concerns have put even greater emphasis on securities offerings for some companies....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
SEC Penalizes Company for Non-Compliance with Equal or Greater Prominence Requirement in Earnings Releases -
In late December, the SEC settled its first “equal or greater prominence” enforcement action under its non-GAAP...more
3/11/2019
/ #MeToo ,
Board of Directors ,
CD&A ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
EBITDA ,
Equal Employment Opportunity Commission (EEOC) ,
Equity Compensation ,
GAAP ,
Gender Equity ,
Hedging ,
Institutional Shareholder Services (ISS) ,
PCAOB ,
Proxy Season ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
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)
Planning for the 2018 Proxy Season -
There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...more
11/22/2017
/ Annual Reports ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Financial CHOICE Act ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Earned Income ,
Insider Trading ,
Internal Reporting ,
Pay Ratio ,
Proxy Access ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulation S-K ,
Rule 14a-8 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
US v Salman ,
Whistleblower Awards