News & Analysis as of

Annual Reports Disclosure Requirements Regulation S-K

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues New CDIs on Clawback-Related Disclosure

On April 11, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued six new Compliance and Disclosure Interpretations (CDIs) relating to the two clawback-related check boxes on...more

Troutman Pepper Locke

Disclosure of Insider Trading Policies to Begin in 2025

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With the annual reporting season coming up for calendar-year companies, we wanted to remind you that companies subject to U.S. Securities and Exchange Commission (SEC) reporting requirements are now required to: (i) disclose...more

Smith Anderson

Preparing for the 2025 Annual Report and Proxy Season

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This Client Alert provides an overview of new developments and highlights key considerations for calendar year-end public companies preparing their Annual Reports on Form 10-K for 2024 and proxy statements for annual meetings...more

Keating Muething & Klekamp PLL

Securities Snapshot: 4th Quarter 2024 - 2025 Reporting Season – Key Considerations

As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more

A&O Shearman

FORMS 10-K AND 20-F - Preparing for your Annual report

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This guide discusses important themes and trends for the coming annual reporting season. It also includes a “housekeeping checklist” designed to assist you as you prepare your annual report. ANNUAL CYBERSECURITY...more

White & Case LLP

Insider Trading Policies: A Survey of Recent Filings

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White & Case's Public Company Advisory Group has conducted a survey of publicly filed insider trading policies to assess emerging trends with respect to key insider trading policy terms. Starting with Form 10-K/20-F annual...more

Jenner & Block

Client Alert: SEC Adopts Final Rules for Climate-Related Disclosures as Controversy and Challenges Loom

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On March 6, 2024, the Securities and Exchange Commission (“SEC”) issued an adopting release (Release Nos. 33-11275 and 34-99678), entitled The Enhancement and Standardization of ClimateRelated Disclosures for Investors (the...more

Perkins Coie

The SEC’s Climate Disclosure Rule Has Arrived: Scope 3 Is Out—But What Is In?

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After nearly two years of public comments and deliberation, the U.S. Securities and Exchange Commission (SEC) adopted a Final Rule on Mandatory Climate Disclosures (Final Rule). While less sweeping than initially proposed,...more

Bass, Berry & Sims PLC

Update on SEC Climate Change Rules

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In a never ending saga to the climate disclosure rules, on March 15, the Fifth Circuit temporarily stayed the recently adopted climate change disclosure rules....more

Fenwick & West LLP

The SEC Adopts Final Climate-Related Disclosure Rules

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On March 6, 2024, the SEC adopted final rules (Final Rules) requiring extensive climate-related disclosures in companies’ annual reports and registration statements. The new rules are set forth in Release No. 33-11275. The...more

McDermott Will & Emery

SEC Adopts Climate-Related Risk Disclosure Rules: What Public Companies, Executives and Investors Need to Know

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The US Securities and Exchange Commission (SEC) adopted new climate-related risk disclosure rules on March 6, 2024, two years after the SEC proposed new climate-related disclosure rules and three years after the SEC first...more

Holland & Knight LLP

SEC Adopts Landmark Climate Disclosure Rules

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The U.S. Securities and Exchange Commission (SEC) on March 6, 2024, adopted a new slate of standardized climate-related disclosure rules for public companies and foreign private issuers. Adopted by a 3-2 vote, the final rules...more

Latham & Watkins LLP

SEC Adopts Climate-Related Disclosure Rules

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On March 6,2024, in a 3-2 vote, the US Securities and Exchange Commission adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports....more

A&O Shearman

SEC adopts climate-related disclosure regime covering all registrants

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New rules reflect significant concessions in response to public comments, but compliance will require careful consideration and significant investment by SEC registrants. - Scope 3 emissions disclosure not required for...more

Foley Hoag LLP

Preparing to Comply with the SEC’s New Climate Rules

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On March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules relating to climate-related risks, which are available here. The new rules will require extensive new disclosures, which in turn will require...more

Latham & Watkins LLP

SEC Adopts Final Climate-Related Disclosure Rules

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On March 6, 2024, in a 3-2 vote, the US Securities and Exchange Commission (SEC) adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports. ...more

Vinson & Elkins LLP

Double-Edged Disclosure: Navigating 10-K Season with the SEC’s New Cybersecurity Disclosure Rules

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Public companies are now required to comply with new cybersecurity disclosure requirements in their Annual Reports on Form 10-K for fiscal years ending on or after December 15, 2023. In preparing this cybersecurity...more

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season

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This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more

Goodwin

Supreme Court to Decide Scope of Potential Liability Based on MD&A in Annual Reports

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On September 29, the Supreme Court agreed to hear a case that could significantly affect the scope of corporate liability under the securities laws. Lower courts disagree on whether the SEC-required “management’s discussion...more

Carlton Fields

SEC Deals New Cybersecurity Disclosure Requirements to Public Companies

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On July 26, 2023, the SEC adopted new cybersecurity rules, which have two top-line impacts. First, registrants must disclose material cybersecurity incidents promptly on Form 8-K. Second, registrants must disclose new...more

Foley & Lardner LLP

SEC Adopts New Cybersecurity Disclosure Rules

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On July 26, 2023, the U.S. Securities Exchange Commission (“SEC”) adopted final rules regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies. The final rules require...more

White & Case LLP

Key Considerations for the 2023 Annual Reporting Season: Form 20-F and other FPI-Specific Considerations

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This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2023 annual reporting season....more

Smith Anderson

Reminders for the 2023 Annual Report and Proxy Season

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As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more

Dorsey & Whitney LLP

Mining Companies Subject To The SEC’S Subpart 1300 Of Regulation S-K Should Prepare Now For Next Year’s Annual Report

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​​​​​​​In 2022, many SEC reporting companies with mineral resource assets completed their inaugural SEC annual report on Form 10-K or 20-F subject to the SEC’s mining disclosure rules in subpart 1300 of Regulation S-K...more

Jones Day

SEC Releases Proposed Rule on Climate Risk Disclosure

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On March 21, 2022, the Securities and Exchange Commission ("SEC") voted 3–1 to propose amendments to Regulations S-K and S-X that would require registrants to provide certain climate-related information in their registration...more

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