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Corporate Governance Disclosure Requirements Institutional Investors

Seyfarth Shaw LLP

Retail Money, Institutional Risks: The New Dynamic in Private Equity

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Private equity (PE) sponsors are increasingly seeking to broaden their investor base by offering retail access to traditionally institutional-only funds. Recently, statements by the SEC indicated the SEC staff will no longer...more

McDermott Will & Schulte

SEC hosts roundtable on executive compensation disclosure requirements

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

Fenwick & West LLP

SEC Updates CDIs on Schedules 13D and 13G Eligibility

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The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement....more

DLA Piper

To Control or Not to Control: SEC Issues New Guidance Impacting Schedule 13G filers

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The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders....more

Cooley LLP

Special Time-Sensitive Complications for the 2025 Proxy Season

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As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders...more

Cooley LLP

Policy Updates and Considerations for Proxy Season

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Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of...more

Dorsey & Whitney LLP

SEC Division of Corporate Finance Updates C&DIs Related to the Eligibility to File Schedule 13G

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On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more

Latham & Watkins LLP

Shareholder Engagement Practices Under New SEC Guidance on Schedule 13G Eligibility: FAQs

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The SEC Staff recently issued new guidance (C&DI 103.12) on how a shareholder’s engagement with a company’s management could disqualify the shareholder from using the SEC’s short-form Schedule 13G....more

Cooley LLP

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

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On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more

Morrison & Foerster LLP

2025 ESG + Sustainability Predictions

In 2024, challenges to environmental, social, and governance (ESG) and sustainability initiatives in the United States proliferated internationally. This proved true, even as Europe promoted additional ESG and climate/social...more

Latham & Watkins LLP

It’s in the Stars - HM Treasury Recasts and Pushes Forward PISCES

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The world’s first regulated private/public crossover market is significantly redesigned as a friction-free “private up” rather than “public down” market with rethought approach to disclosure and market abuse....more

Goodwin

California Law Requiring Female Directors on Public Company Boards Held Unconstitutional

Goodwin on

Ruling Follows Similar Decision on Underrepresented Minority Directors in April 2022 - A California court has held that California Senate Bill 826, which required that “publicly held” corporations that listed a California...more

Proskauer Rose LLP

The Expanding Green Horizon: EU and UK ESG Regulatory Considerations and Developments for 2022

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The fund and asset management industry has been more focused on environmental, social and governance (“ESG”) issues in the last two years than it has been in, perhaps, the last decade....more

Latham & Watkins LLP

FCA Launches Discussion on Sustainability Disclosure Requirements and Product Labels

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The regulator is inviting views on potential criteria for classifying and labelling investment products, and on further entity- and product-level sustainability-related disclosures. On 3 November 2021, the FCA published...more

Barnea Jaffa Lande & Co.

Israel Securities Authority: Guidelines for Discussions with Investors Prior to Publication of a Prospectus

A wave of IPOs continues to flood the market, prompting the Israel Securities Authority to publish a new staff position paper discussing three key topics. Information disclosures In principle, the Israeli Securities Law...more

Kelley Drye & Warren LLP

Board Oversight of ESG: Beyond Disclosure

While pressure from institutional investors, such as BlackRock, Vanguard, and State Street, has contributed to increased focus and urgency on environmental, social, and governance (ESG) matters, so has pressure from...more

Skadden, Arps, Slate, Meagher & Flom LLP

Audio Interview: How Far Can the SEC Go?

Opponents of mandatory disclosures about climate risk and diversity will argue that they exceed the agency’s authority — a six-minute chat with Robert Stebbins, the SEC's general counsel until January....more

Kilpatrick

The Competing Factors Driving ESG Disclosures

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There has been mounting pressure on mandatory ESG disclosure in recent years that may reach a precipice in 2021 with a new SEC Chairman. The forces driving this pressure include institutional investors, fiduciary duties,...more

Latham & Watkins LLP

The Latham & Watkins Global IPO Guide - 2020 Edition

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This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Akin Gump Strauss Hauer & Feld LLP

What UK Authorized Firms Need to Know

In this episode recorded in late February, Akin Gump financial regulatory partners Helen Marshall and Ezra Zahabi, using Akin Gump’s recently published In Principle annual report as a springboard, discuss what U.K. authorized...more

Cooley LLP

Blog: Jackson advocates transparency in political spending—by corporations and institutional investors

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In July, Representative Carolyn Maloney contacted SEC Commissioner Robert Jackson to solicit his views on legislation that would require public companies to disclose their corporate political spending. Jackson has now...more

King & Spalding

SEC Proposes Amendments to Financial Disclosures for Acquisitions and Dispositions

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On May 3, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the financial disclosure requirements in Rules 3-05, 3-14 and Article 11 of Regulation S-X governing acquisitions and dispositions of...more

Orrick, Herrington & Sutcliffe LLP

What's New in Corporate Governance and Securities Law - October 18, 2019

Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more

Ballard Spahr LLP

Expanding Board Diversity Remains a Priority

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The push for increased diversity on corporate boards ramped up recently when Vanguard, a leader in mutual funds and asset management, released its 2019 Investment Stewardship Annual Report. The report, released on August 30,...more

Perkins Coie

Preparing for the 2018 Public Company Reporting Season

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In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more

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