In light of the recent market volatility, public companies should keep in mind the upcoming annual re-evaluation of their filer status, as a change may have ramifications for both the timing and content for the following...more
Recently, Glass Lewis announced the release of its 2025 U.S. Benchmark Policy Guidelines and guidelines for Shareholder Proposals & ESG-Related Issues that apply across markets. Here are 8 things to know about this year’s...more
New SEC Disclosures for Payments to Governments by Oil, Natural Gas, and Mining Companies - What so-called resource extraction issuers need to know ahead of the September 26, 2024 deadline. ...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted climate disclosure rules which will require registrants to disclose detailed new climate-related disclosures in annual reports and registration...more
After a significant delay, the Securities and Exchange Commission (SEC) adopted its final rule on Wednesday, March 5, 2024, that requires companies who file registration statements and annual reports to disclose material...more
On March 6, 2024, in a 3-2 vote along party lines, the SEC adopted the long-awaited final rules on climate-related disclosures. The proposed rules faced intense public scrutiny over the last two years, with the SEC receiving...more
In 2024, U.S. Businesses Will Face Heightened Reporting Requirements. On January 1, 2021, the federal government enacted the Corporate Transparency Act (“CTA”) – which will impact nearly all U.S. businesses within the...more
More than a year and a half after the Securities and Exchange Commission (SEC) released its controversial and groundbreaking Proposed Rule for the disclosure of climate-related risks, its much-anticipated release of the Final...more
Beginning with quarters ending on or after October 1, 2023, most US-listed issuers will be required to make more extensive disclosures on their share repurchase programs and insider transactions proximate to a program’s...more
On July 26, 2023, the Securities and Exchange Commission adopted new rules imposing disclosure requirements regarding cybersecurity risk management, strategy, governance and incidents. The new rules, which became effective...more
On July 26, 2023, the Securities Exchange Commission (SEC) adopted a final rule intended to augment and standardize disclosures regarding cybersecurity risk management, governance, and incident reporting. The new rule imposes...more
As a significant step in its ongoing initiatives on the disclosure, management, and oversight of cybersecurity risks and incidents, on July 26, 2023, the US Securities and Exchange Commission (SEC or Commission) adopted rules...more
To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing the "pay-versus-performance" disclosure requirement called for under Section 953(a) of the Dodd-Frank Wall Street Reform...more
The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our recent client alert. These rules will require companies that are not...more
On August 25, 2022, the U.S. Securities and Exchange Commission adopted rules that require public companies to disclose the relationship between compensation “actually paid” to their executives and their financial...more
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more
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
On August 6, 2021, the Securities and Exchange Commission (SEC) approved The Nasdaq Stock Market LLC’s (Nasdaq) Board Diversity Rule, which is intended to enhance board diversity and transparency among companies listed on its...more
In November 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to management’s discussion and analysis of financial condition and results of operations (“MD&A”) and other financial disclosure...more
Last week, amidst the focus on the coronavirus, the Securities and Exchange Commission made progress on its short-term rulemaking agenda by amending the definitions of “accelerated filer” and “large accelerated filer.” The...more
Welcome to the second annual Benesch Corporate Governance Report, which focuses on trends and best practices at middle market public companies. 2019 saw a continued focus on corporate governance from a number of audiences...more
Public companies should consider recent SEC and proxy advisory developments and other perennial executive compensation matters. This Client Alert offers a summary of the key executive compensation related reminders and...more
On August 8, 2019, the US Securities and Exchange Commission (SEC) proposed amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures. According to the SEC, the...more
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. ...more