News & Analysis as of

Comment Period Securities and Exchange Commission (SEC) Corporate Governance

McDermott Will & Emery

SEC hosts roundtable on executive compensation disclosure requirements

McDermott Will & Emery on

On June 26, 2025, the US Securities and Exchange Commission (SEC) hosted a roundtable attended by issuers, institutional investors, third-party advisors, and industry groups to discuss potential updates to current executive...more

Troutman Pepper Locke

Executive Compensation Disclosures Are Back on the (Round)table at the SEC

Troutman Pepper Locke on

The SEC announced on May 16 that it will host a roundtable discussion with representatives from public companies, compensation consultants, lawyers, investors, and other stakeholders on the topic of executive compensation...more

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Announces Proposed 162(m) Regulations Defining the Scope of Expanded Covered Employees

On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the...more

Bass, Berry & Sims PLC

Fifth Circuit Requires SEC to Revisit Share Repurchase Disclosure Rules

Bass, Berry & Sims PLC on

On October 31, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) issued an opinion finding that the U.S. Securities and Exchange Commission (SEC) violated the Administration Procedure Act when adopting recent...more

WilmerHale

Recent PCAOB Developments for Audit Committee and Companies

WilmerHale on

The Public Company Accounting Oversight Board (PCAOB) has had one of its busiest years in recent memory, including with respect to standard setting, inspections and enforcement. Below is a summary of notable developments that...more

Eversheds Sutherland (US) LLP

ESG in the United States: A complex landscape

The United States is in the process of transitioning ESG disclosure from voluntary, market-led reporting to a regulatory-driven scheme, principally led by the US Securities and Exchange Commission’s (SEC) anticipated (but...more

Wilson Sonsini Goodrich & Rosati

SEC Reopens Comment Period for Proposed Amendments to Beneficial Ownership Reporting Rules

On April 28, 2023, the U.S. Securities and Exchange Commission (SEC) reopened the comment period for its rulemaking proposal, Modernization of Beneficial Ownership Reporting, through the later of 30 days after the reopening...more

BakerHostetler

SEC Reopens Comment Period for Certain Comments Submitted Between June 2021 and August 2022, Including on Climate-Related...

BakerHostetler on

​​​​​​​The U.S. Securities and Exchange Commission (SEC) issued a release on Oct. 7, 2022 (Release No. 33-11117, the “Release”) indicating that it was reopening comment periods for 11 proposed rules and a request for comment....more

Mintz

Draft SEC Five-Year Strategic Plan Emphasizes Importance of Climate Disclosures

Mintz on

Recently, the SEC issued its five-year strategic plan for public comment.  This strategic plan covers a wide variety of topics, ranging from adapting to new technology to plans for increasing internal SEC workforce...more

Eversheds Sutherland (US) LLP

SEC moves forward to revise shareholder proposal rule

​​​​​​​On July 14, 2022, the SEC voted 3-2 to propose a rule adopting amendments to Rule 14a-8 (the Proposed Amendments), which requires companies subject to the federal proxy rules to include certain shareholder proposals in...more

WilmerHale

SEC Revisits Shareholder Proposal Rule

WilmerHale on

The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more

Orrick, Herrington & Sutcliffe LLP

The SEC’s Proposed Amendments to Rule 14a-8: Implementing Substantial Changes to the Shareholder Proposal Exclusion Framework

Over the better part of two decades, the SEC has been narrowing the bases for excluding shareholder proposals, resulting in greater access to proxy statements for shareholders to force a vote on a wide array of topics,...more

Morgan Lewis

SEC’s Proposed Rule 14a-8 Amendments Further Signal Support for Inclusion of Shareholder Proposals in Proxy Statements

Morgan Lewis on

The US Securities and Exchange Commission on July 13 proposed amendments to the shareholder proposal rule, which governs the process for including or excluding a shareholder proposal in a company’s proxy statement....more

Jones Day

U.S. Securities and Exchange Commission Releases Proposed Rule on Climate Risk Disclosure

Jones Day on

As previously reported, on March 21, 2022, the U.S. Securities and Exchange Commission ("SEC") proposed amendments to Regulations S-K and S-X that would require registrants to provide certain climate-related information in...more

Hogan Lovells

SEC propõe novas regras sobre o formato de divulgação de informações sobre mudança climática

Hogan Lovells on

Em 21 de março de 2022, a Comissão de Valores Mobiliários dos EUA (U.S. Securities and Exchange Commission ou “SEC”) propôs suas novas regras de divulgação de informações relacionadas a questões climáticas. As regras...more

Goodwin

SEC Extends Comment Periods for Recent Rulemakings. Applaud the Move or Criticize the Need To Take Action At All?

Goodwin on

On May 9, 2022, the SEC extended the comment periods for proposed rulemaking on climate-related disclosures and reopened the comment period for proposed rulemaking relating to private funds and what it means to be an...more

Mayer Brown Free Writings + Perspectives

SEC Extends/Reopens Comment Periods for Certain Rulemakings, Including The Enhancement and Standardization of Climate-Related...

The US Securities and Exchange Commission (SEC) rulemaking process has received much attention under Chair Gensler’s leadership not only because of the volume and substance of proposed rules, but also because of the...more

McCarter & English, LLP

SEC Proposes Rules for Enhancement and Standardization of Climate-Related Disclosures

The Securities and Exchange Commission has proposed new rules that would require and standardize public companies’ climate-change disclosures to investors. Under the proposed rules, which would apply to both domestic...more

BCLP

Commenters battle over SEC 13D proposal; strong pushback from market participants

BCLP on

Following the April 11 expiration of the comment period for the SEC’s dramatic proposal to amend the 13D/13G rules, we reviewed submissions to the SEC from some of the notable commenters. While a number of corporations and...more

Hogan Lovells

SEC proposes expansive climate-related disclosure rules - SEC Update

Hogan Lovells on

On March 21, in one of its most significant rulemakings in recent years, the Securities and Exchange Commission proposed rules that would require public companies to provide investors with extensive, consistent, and...more

Cadwalader, Wickersham & Taft LLP

SEC Climate Proposal: Industry Groups Pile In to Push Back on SEC’s Short Comment Period, as Senators Speak Out

Numerous industry groups have asked the SEC to extend the comment period for the SEC’s recently proposed climate-risk disclosure requirements. Currently, comments on the proposal are due by May 20, 2022.  On April 14, 17...more

Cadwalader, Wickersham & Taft LLP

In Depth: What Can Public Companies Do Now to Prepare for the SEC’s New Proposed Rules on Climate-Related Disclosures?

On March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed far-reaching amendments to Regulation S-K and Regulation S-X that would mandate significant additional climate-related disclosures for public...more

Fenwick & West LLP

SEC Proposes New Rules to Enhance Disclosure and Investor Protection Relating to SPACs and Projections – Impact on Target...

Fenwick & West LLP on

The U.S. Securities and Exchange Commission has proposed new rules and amendments (the Proposed Rules) to enhance disclosure and expand liability in initial public offerings by special purpose acquisition companies (SPACs)...more

Benesch

SEC Proposed Rule-Making - Part I: SEC Proposal on Enhancement and Standardization of Climate-Related Disclosures

Benesch on

In sports, the rules of the game allow for consistent guidance in the face of ambiguity on a given call, as well as allow for comparison across teams, leagues, seasons, and years. SEC Chairman Gary Gensler made this analogy...more

Robinson+Cole Manufacturing Law Blog

SEC Proposed Rule on Climate-Related Disclosures: A Look at Scope 3 Emissions Reporting Requirements

True to its word, the SEC released its proposed rule, The Enhancement and Standardization of Climate-Related Disclosures for Investors, last week. The rule would require companies to disclose a wide variety of climate-related...more

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