News & Analysis as of

Proposed Regulation Corporate Governance

McDermott Will & Schulte

NAIC Summer National Meeting: Financial Condition (E) Committee advances formation of new Reciprocal Exchanges (E) Working Group...

Earlier this year, noting “the recent increase in the number of reciprocal exchanges being formed and challenges in assessing the fairness and reasonableness of attorney-in-fact fees being charged to the newly formed...more

Cooley LLP

COSO Drops Proposed Corporate Governance Framework (For Now)

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Last week, COSO withdrew its public exposure draft for a corporate governance framework just a month after it was proposed. This was a set of FAQs about it that was posted when the proposal first was made....more

Jones Day

European Commission Proposes To Postpone The Due Diligence Obligations For Batteries

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On May 21, 2025, the European Commission filed a proposal to postpone the implementation of the due diligence obligations in Regulation 2023/1542, concerning batteries and waste batteries (the “EUBR”). The proposal would push...more

Eversheds Sutherland (US) LLP

Proposed regulations explain the expansion of “covered employees” under Code Section 162(m)

On January 14, 2025, the Department of the Treasury and the Internal Revenue Service issued proposed regulations (Proposed Regulations) relating to the expansion of the definition of “covered employees” under Internal Revenue...more

Troutman Pepper Locke

IRS Issues Proposed Regulations on the Expanded Definition of "Covered Employee" Under Code Section 162(m)

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On January 16, the Internal Revenue Service (IRS) published proposed regulations ( 90 FR 4691) under Section 162(m) of the Internal Revenue Code. Section 162(m) generally limits the deductibility of compensation paid in any...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

A&O Shearman

Treasury and the IRS proposed regulations on previously taxed earnings and profits

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On November 29, 2024, the U.S. Treasury Department and IRS released long-awaited proposed regulations (REG-105479-18) under sections 959 and 961, and certain other provisions of the Internal Revenue Code of 1986, as amended...more

A&O Shearman

Proposed dual consolidated loss regulations would disallow U.S. tax use of foreign losses viewed as reducing Pillar Two tax...

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On August 6, 2024, the U.S. Treasury Department (“Treasury”) issued proposed regulations under section 1503 (the “Proposed Regulations”) that address the interaction between the dual consolidated loss (“DCL”) rules and the...more

Nutter McClennen & Fish LLP

The Real Impact (Summer 2024)

Welcome to the inaugural edition of The Real Impact. In this edition, we discuss three strategic alternatives to consider for nonprofit integration and insights on the proposed regulations on donor advised funds. Guest author...more

DarrowEverett LLP

The Heat Is On SEC’s Climate-Related Disclosure Rules

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On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules requiring issuers to include extensive disclosure in registration statements and periodic reports regarding material...more

Skadden, Arps, Slate, Meagher & Flom LLP

UK Takeover Panel Proposes Narrowing the Scope of Companies Subject to the Takeover Code

On 24 April 2024, the UK Takeover Panel (the Panel) published Public Consultation Paper 2024/1 (the PCP), which proposes a significant change to the applicability of the UK Takeover Code (the Code), by narrowing the scope of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Newly Proposed Regulations on Stock Buyback Excise Tax Largely Adopt Approach From Initial IRS Guidance

On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction...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

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

Akin Gump Strauss Hauer & Feld LLP

FCA and PRA Publish Consultation on New Rules relating to Non-Financial Misconduct

Key Points - Following a joint Discussion Paper in 2021 issued by the FCA and the PRA, both regulators have now issued Consultation Papers proposing new rules and guidance in relation to diversity and inclusion in the...more

A&O Shearman

Conversion into law of the Justice Decree

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What is new in the field of crimes pursuant to Legislative Decree 231, disturbed freedom of enchantment, environmental crimes and the practical implications for the Organisational Models of entities - On 9 October 2023,...more

Latham & Watkins LLP

UK Regulators Set Out Policy Proposals on Misconduct; Diversity and Inclusion

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The FCA and the PRA have published their long-awaited consultations which aim to formalise how firms approach diversity and inclusion. On 25 September 2023, the FCA and the PRA published separate but related consultation...more

Mayer Brown Free Writings + Perspectives

New “Climate Reporting” Laws in California – Emissions and Climate-Related Financial Risk Disclosure Required

Two new bills have been passed in California as part of a “Climate Accountability Package” that require US-based companies “doing business”1 in California to make disclosures about their emissions and climate-related...more

Fenwick & West LLP

ESG Reporting for Private Companies

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As we have noted in our previous report, environmental, social and governance (ESG) issues have garnered significant attention from a variety of stakeholders, resulting in increased reporting by many companies. While much of...more

Jenner & Block

Client Alert: Embracing Environmental Justice Initiatives to Advance Corporate Objectives

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Earth Week 2023 brought with it two significant environmental justice developments. The week began with New Jersey Governor Phil Murphy announcing the adoption of regulations aimed at reducing pollution in historically...more

Fenwick & West LLP

Diversifying the Boardroom: What Silicon Valley-Based and Other Large Public Companies Disclosed in 2022

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The intense focus on board diversity from a variety of stakeholders over the last several years has spurred many companies to examine the composition of their boards and to take action to diversify their boardrooms. While the...more

Cadwalader, Wickersham & Taft LLP

California Bill on Climate-Related Disclosure

California Senate Bill 253, the Climate Corporate Data Accountability Act, if passed, will require all companies that do business in California and report over $1 billion in annual revenue to report on the full range of their...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - February 2023

In this issue, we cover regulatory developments impacting the investment management sector, including updates on closed-end fund activism and various new and revised SEC rules....more

Latham & Watkins LLP

Federal Reserve Proposes Climate Risk Guidance for Large Financial Institutions

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The guiding principles are similar to related proposals from other banking regulators, but will require further clarification through the comment process. On December 2, 2022, the Board of Governors of the Federal...more

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