Articles

Last night, Cooley’s Cydney Posner blogged that the Chamber has filed a motion to vacate the repurchase disclosure rule. The motion followed the SEC’s submission ...

Yesterday, the Fall 2023 Reg Flex Agenda was released. With two down and three to go, the list of rulemaking we’ve been tracking in the final rule stage is quite a ...

It’s hard to believe, but year-end is upon us! This means turning our attention to the annual reporting season and gearing up for the first few months of 2024 — ...

Yesterday, the Center for Audit Quality announced the publication of its 10th annual “Audit Committee Transparency Barometer.” The report is compiled by the CAQ ...

If your leadership team is in the midst of considering the impact of AI on your business – which many are – it may be time to ask, “What, if anything, should we ...

It is beginning to look a lot like proxy season! On Friday, the Corp Fin Staff issued one revised and five new Proxy Rules and Schedule 14A Compliance and Disclosure ...

Yesterday, Glass Lewis announced the publication of its 2024 Voting Guidelines. We’ll be posting memos in our “Proxy Advisors” Practice Area. Here are ...

As Liz blogged earlier this month, the 5th Cir. recently sent the SEC back to the drawing board on its buyback disclosure rules, and it now looks like something similar ...

Last week, Glass Lewis released the results of its inaugural Client Policy Survey, which reflects input on corporate governance, ESG and stewardship matters from more ...

John & Orrick’s J.T. Ho recently recorded their latest monthly “Timely Takes” Podcast, and in it, J.T. highlights California’s recently adopted Assembly ...

A lot has been written about President Biden’s sweeping Executive Order on AI and its significance, especially considering the roadblocks making federal AI ...

AI has been especially prevalent in the news this week, following the Executive Order that President Biden issued on Monday (here’s the fact sheet). Among other ...

For most companies, if you’re approving or executing buybacks this quarter, it’s important to keep in mind that you’ll have to describe your actions in detail in ...

It feels like four years ago that we narrowly avoided a government shutdown, but it’s actually only been four weeks – and it’s likely that our politicians will ...

As I noted in the blog earlier this week, yesterday SEC Chair Gary Gensler participated in a program organized by the U.S. Chamber of Commerce’s Center for Capital ...

Earlier this week at the New York City Bar’s Compliance Institute, SEC Enforcement Director Gurbir Grewal outlined the rare circumstances in which the SEC may bring ...

Over the past year, we have experienced a number of significant developments that impact public companies from a disclosure, compliance and governance perspective. ...

In its latest rulemaking focused on the operation of securities markets, last week the SEC proposed new Rule 6b-1 to address concerns with volume-based transaction ...

Last week was fiscal year-end for the federal government, including the SEC and other agencies. In the face of the shutdown threat, the Commission plowed forward with ...

Last week on CompensationStandards.com, I blogged about approaches that some companies are taking to incentivize compliance and ethics. But even “good” companies are ...

On Friday, the SEC posted the notice and request for comment for a proposed listing standard from the NYSE that would create a new asset class for “Natural Asset ...

Yesterday, Corp Fin issued nine new Regulation S-K Compliance and Disclosure Interpretations and updated one existing Regulation S-K Compliance and Disclosure ...

Yesterday, the SEC announced the release of a report to Congress summarizing policy recommendations made during the 42nd Annual Government-Business Forum on Small ...

Last Thursday, the SEC’s Investor Advisory Committee met, and on the agenda was a discussion of exempt offerings under Rule 506 of Regulation D and the definition of ...

John has been blogging about FinCEN’s rules for reporting of beneficial ownership information under the Corporate Transparency Act, which create new filing ...

Earlier this week on his Section16.net blog, Alan Dye pointed out that the Senate recently passed legislation that would create a lot of headaches for foreign private ...

In 2020, the SEC issued a seven-page interpretive release providing guidance on disclosure of key performance indicators in MD&A. Among other things, the guidance ...

Pending California legislation imposing climate disclosure requirements on companies doing business in the Golden State was a topic of discussion at our 2023 Practical ...

We’re coming to the end of the SEC’s fiscal year, and that’s traditionally been a time when we’ve seen a lot of high-profile activity on the enforcement front. ...

Earlier this year, Liz blogged about a cert petition seeking clarification from the SCOTUS of the extent to which the failure to comply with the MD&A line-item ...

In late August, the SEC announced charges against Impact Theory, LLC, an LA-based media and entertainment company, for conducting an unregistered offering of crypto ...

Yesterday, the SEC announced proposed amendments to Rules 10 and 11 of Regulation S-T and Form ID. The amendments relate to potential technical changes to EDGAR, which ...

A week after the Plug Power enforcement action, the SEC announced settled charges against Fluor Corporation and five current and former officers and employees alleged to ...

This summer, I blogged about FASB’s Exposure Draft to solicit public comment on proposed changes to ASU Topic 740: Income Taxes, which was FASB’s third attempt at ...

I confess that my eyes glaze over when I see anything relating to XBRL, and I suspect I’m not the only one who suffers from this weakness. Apparently, the Corp Fin ...

Board composition is always a hot topic. During the past several years, investors have pushed for skills matrices and diverse backgrounds — in order to provide some ...

Yesterday, the SEC posted a notice of filing — and immediate effectiveness — of a Nasdaq proposal to amend Listing Rules 5610 and IM-5610 — which is the rule and ...

As part of the SEC’s recent share repurchase disclosure amendments, it implemented a new Form F-SR, which foreign private issuers must use to provide the required ...

Liz recently blogged about some of the notable comment letters that were submitted to the PCAOB on its “NOCLAR” proposal. We can now add the ABA’s Business Law ...

SEC Chief Accountant Paul Munter recently issued a statement cautioning management and auditors against taking a narrow approach in their risk assessments when ...

The SEC’s focus on the use of Rule 10b5-1 by insiders in rulemakings over the past couple of years has inevitably brought us to the point of asking the question: “Do ...

Last year’s Rule 10b5-1 amendments and new disclosure requirements have prompted a lot of interpretive issues. Corp Fin issued three CDIs back in May addressing some ...

Earlier this week, PwC released its latest Pulse Survey, “Focused on reinvention,” which asked 609 executives of US companies about managing risks and opportunities ...

At the end of last month, in remarks before the Financial Stability Oversight Council, SEC Chair Gary Gensler bid a not-so-fond farewell to LIBOR, the rate that I ...

One of the occupational hazards of being a securities lawyer is that you are often asked to predict what the SEC or the SEC Staff will do in a particular situation, and ...

While the SEC’s adoption of cybersecurity disclosure requirements last month was a long time in the making, that actual adoption of the rules and the relatively short ...

John recently blogged that emojis can create binding contracts and advised us to think long and hard before clicking “send” on that email or text with a cute little ...

Consider this for upcoming board and committee discussions — especially since cybersecurity disclosures are already bound to be on your agenda. Last week, the ...

Earlier this year, Tulane law professor Ann Lipton blogged about an SDNY opinion that declined to impose liability for statements by the pre-merger target, about the ...

The SEC’s cybersecurity disclosures were published in the Federal Register, confirming that all registrants other than smaller reporting companies must comply with the ...

What a difference a year (or two) makes. With “ESG” terminology generating a lot of political hot air, the phrase seems to be evaporating from earnings calls. A ...

At the end of July, FASB announced a proposed Accounting Standards Update that would require disaggregated disclosure of certain expense categories. I’ve blogged a few ...

If you’ve been working with companies on SEC compliance, one question that you are bound to get sooner or later is, “What happens if we fall short of what’s ...

The comment period for the PCAOB’s “NOCLAR” proposal officially concluded — and although more comments will continue to roll in, now seems like a good time to ...

Following up on the largest-ever award only a few months ago, the SEC announced on Friday that it bestowed $104 million upon seven whistleblowers whose information and ...

A recent Wolters Kluwer/Above the Law survey of 275 legal professionals has some interesting conclusions about generative AI’s potential implications for the legal ...

Last Friday, Nasdaq filed a proposed rule with the SEC that would establish listing standards related to notification and disclosure of reverse stock splits. According ...

Late-stage pre-IPO companies looking for financing alternatives may want to consider issuing convertible securities. A recent Cooley blog reviews “pre-IPO converts” ...

In remarks delivered to the Financial Stability Oversight Council, SEC Chair Gary Gensler addressed the status of the agency’s proposed climate change disclosure ...

As I mentioned in the blog yesterday, as part of the cybersecurity rulemaking, the SEC adopted new Item 1.05(a) of Form 8-K, which specifies that if an issuer ...

Under a new “Item 1C. Cybersecurity” in Part I of Form 10-K, issuers will be required to disclose information regarding the issuer’s cybersecurity risk management, ...

I don’t know about you, but the pace of SEC rulemaking these days has me worn out. Today, the SEC will consider final rules regarding cybersecurity disclosure, ...

Issuers are now filing their Form 10-Qs and questions continue to arise about the new trading arrangement disclosure that is required in Item 5 of Part II of Form 10-Q. ...

SEC Chair Gary Gensler recently testified before the U.S. Senate Appropriations Subcommittee on Financial Services and General Government about the SEC’s Fiscal Year ...

Supply chain financing has been a disclosure hot topic for a while now. In late 2022, FASB issued new standards that require qualitative and quantitative disclosure ...

In case you missed it, here’s part of an update on the CCPA from Gibson Dunn: On June 30, 2023, Sacramento Superior Court Judge James Arguelles held that the ...

Early this month, the SEC posted an order involving a company’s failure to disclose related party transactions involving family members of corporate officers. This ...

As the latest in a series of reminders, the Corp Fin Staff has posted a new sample comment letter regarding the disclosure obligations of companies based in or with a ...

As readers of this blog know, the SEC has — at least recently — made clear that it believes that most digital assets are a “security” under the Howey test. But, ...

I blogged just last month about the 9th Circuit’s decision to uphold an exclusive forum bylaw that effectively extinguished a shareholder derivative suit brought under ...

Earlier this year, the Delaware Chancery Court allowed a claim to proceed against an officer that was premised on alleged oversight failures that caused a breach of ...

The other big end-of-term SCOTUS development that could impact “human capital” risks was the decision in two companion cases that struck down the use of ...

For most companies other than smaller reporting companies, the upcoming Form 10-Q for the quarter ended June 30 will be the first report in which disclosure (and ...

Last month, SolarWinds filed an 8-K disclosing that certain of its current and former executive officers and employees, including its Chief Financial Officer and Chief ...

The Small Business Administration recently released its Inspector General’s report estimating the amount of fraud in the agency’s pandemic assistance programs. The ...

Last year, a divided 5th Circuit panel ruled that the SEC’s administrative law judge system, as currently operated, was unconstitutional. That’s a big deal in and of ...

If you are like me, you have spent a lot of time thinking about insider trading — you learn about it in school, you watch movies like Wall Street and The Wolf of Wall ...

Last week at the Financial Times Cyber Resilience Summit, SEC Enforcement Director Gurbir Grewal spoke on the topic of the SEC’s approach to cybersecurity issues, ...

Earlier this week, the PCAOB announced that it had proposed amendments to its standards to address auditor responsibilities when using technology-assisted analysis of ...

They are here! The International Sustainability Standards Board has rolled out its inaugural standards — IFRS S1 and IFRS S2. As you may recall, the ISSB was ...

While much of the focus over the years has been on the robustness of audit committee disclosures in SEC filings, the topic of direct engagement between investors and ...

Earlier this week, Vanguard published a statement on its approach to board responsiveness to shareholders and other stakeholders. After a couple of pages devoted to the ...

The SEC recently announced settled enforcement proceedings against Marcum LLP for what it contends were systemic quality control failures and audit standards violations ...

Artificial intelligence is a topic that’s really exploded into public consciousness this year, so it isn’t surprising that AI risks are also beginning to feature ...

As you might have already guessed, I’m among those who are skeptical about claims that retail investors should be encouraged to become more involved in corporate ...

Mintz recently released a quantitative analysis of the SEC’s climate and ESG-focused comment letters issued from July 1, 2021, to March 31, 2023. The article ...

In a recent blog, Goodwin reminds us that, for calendar year-end companies, the new disclosure regarding director and officer trading plans and arrangements adopted, ...

In mid-March, FASB issued an Exposure Draft to solicit public comment on proposed changes to ASU Topic 740: Income Taxes. Per FASB’s press release, comments were due ...

Last week, the SEC announced settled charges against a company and two of its former officers related to revenue recognition practices that caused the company to file ...

There’s been a lot of chatter recently about using ephemeral messaging and off-channel communications. This topic got a lot of air time from SEC Staff members and ...

In a big decision last week that has immediate implications for companies facing derivative claims in the 9th Circuit and may eventually head to the U.S. Supreme Court, ...

At their scheduled open meeting yesterday, the SEC Commissioners unanimously approved changes to Reg M to remove and replace references to “credit ratings” from the ...

If you’re at an NYSE-listed company and you’ve been panicking about fitting approval of a Dodd-Frank clawback policy into full compensation committee agendas this ...

Your next IPO may be a direct listing, thanks in part to a unanimous opinion issued by the U.S. Supreme Court last week in Slack Technologies v. Pirani. In the ruling, ...

Hang on to your hats! In advance of the more detailed disclosure requirements that will apply to share repurchases conducted later this year and in the future, a ...

When I first began speaking at conferences as an SEC employee back in the 1990s, it was ingrained in me that, before making any remarks, I must first give the ...

Back in early 2022, I blogged about the efforts of the SEC’s Office of the Advocate for Small Business Capital Formation to expand the resources available to small ...

Corp Fin has issued three new Exchange Act Rules CDIs addressing the SEC’s recent Rule 10b5-1 amendments. The CDIs clarify the compliance dates for the new disclosure ...

One of the big open questions about corporate ESG initiatives is whether investors are really willing to forego returns in order to achieve ESG objectives. According to ...

For many companies, this is a “Say-on-Pay frequency” year, and as Dave pointed out a few months ago, failing to timely file an Item 5.07(d) Form 8-K disclosing the ...

According to a recent survey by Compliance Week and FTI Consulting, third party risk management (TPRM) tops the list of priorities for corporate compliance officers this ...

In a recent Soundboard Governance blog, Doug Chia notes the top investor complaint with VSMs is the possibility that companies may be gaming the Q&A session by ...

As the Jim Hamilton blog recently highlighted, Better Markets, the nonprofit organization focused on Wall Street reform, released a fact sheet last month arguing that ...

Last week, State Street Corporation announced three new publicly available data sets that will show portfolio allocation trends among large institutional investors. ...

A recent alert from Richards Layton & Finger summarizes the 2023 proposed amendments to the DGCL expected to be considered by the General Assembly this year. As the ...

A recent report from PwC addresses a recent resurgence in material weaknesses with the number disclosed in 10-Ks increasing by 73% from 2021 to 2022 and 25% from the ...

Last Friday, the U.S. Chamber of Commerce issued a press release that it has filed a lawsuit in the U.S. Court of Appeals for the Fifth Circuit challenging the SEC’s ...

Liz and Lawrence recently blogged that the climate change rules are still under consideration at the SEC, and final rules may be delayed until later this year. Companies ...

A recent study from a Marquette finance prof examines trends in Reg A offerings post-JOBS Act. This is useful since one of the goals of the JOBS Act was to make ...

Wachtell Lipton recently published an updated version of its longstanding “Audit Committee Guide.” The 2023 edition weighs in at 212 pages. Here’s an excerpt about ...

We’ve been getting a lot of questions about when to expect the SEC’s final climate disclosure rule. The short answer is we don’t know for sure. A new Reg Flex ...

The SEC has never been super cozy with the crypto industry, but things have gotten especially prickly lately. In one of the latest illustrations of friction, Coinbase ...

I was so focused in the blog yesterday on the actual share repurchase disclosure requirements that the SEC adopted on Wednesday that I did not get a chance to address ...

Yesterday, by a 3 to 2 vote, the SEC adopted amendments to the share repurchase disclosure requirements. As originally proposed back in December 2021, the amendments ...

Managing through a crisis is a part of life for public company boards and management, so it is now more important than ever to consider the approaches that companies are ...

My relationship with LIBOR goes way back. In one of my finance jobs before I became a lawyer, I was tasked with retrieving the LIBOR rate from the Bloomberg terminal ...

As we’ve noted previously on this blog, auditor independence is an issue that audit committees, in addition to auditors, need to stay on top of since violations of the ...

Cornerstone Research recently released a report, Accounting Class Action Filings and Settlements — 2022 Review and Analysis, that reviewed lawsuits related to ...

The first of what may be many shareholder derivative suits related to the Fox News coverage of the 2020 presidential election was filed on April 11th, and multiple legal ...

The SEC’s most recent non-GAAP enforcement action has triggered new calls for companies to adopt non-GAAP policies if they haven’t already. That’s partly because, ...

The Delaware Chancery Court’s recent decision in Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, (Del. Ch.; 3/23), serves as a reminder that a ...

SEC Chair Gary Gensler testified before the House Financial Services Committee yesterday. This was the first time he’s testified in front of a GOP-controlled committee ...

The SCOTUS heard oral arguments yesterday in the Slack Technologies case, which focuses on whether Section 11 of the Securities Act applies to direct listings. If you ...

In the past two weeks, the Staff of the Division of Corporation Finance issued responses to no-action requests addressing two substantively similar “culture war” ...

As Meredith recently flagged on our “Proxy Season Blog,” shareholder proposals on workforce diversity disclosures, civil rights audits and other diversity-related ...

When we last checked in on the drama of the Holding Foreign Companies Accountable Act, the PCAOB was striking an optimistic tone on its ability to inspect and ...

Thanks to Markel’s Karl Strait for noticing that the SEC’s “Small Entity Compliance Guide” for the new rules on insider trading arrangements and related ...

A new Fenwick memo shows that many of Silicon Valley’s largest tech companies are making strides on ESG disclosures, even as providing the info remains voluntary at ...

One of the implementation challenges noted in the clawback comment letters that were submitted by a group of law firms to the SEC earlier this week is that if issuers ...

The SEC’s Office of Minority and Women Inclusion was created after my time at the SEC and until recently, I was not aware of the office’s history and the ...

Last week, SEC Chair Gary Gensler testified before the Subcommittee on Financial Services and General Government of the U.S. House Committee on Appropriations. Chair ...

One of the takeaways from the CAQ’s recent analysis of audit quality reports is that recently, some firms have included discussion on how they employ data analytics ...

Earlier this month, the DOJ announced that five directors resigned from four corporate boards and one company declined to exercise board appointment rights in response ...

Nasdaq’s board diversity listing standards required companies to include the Board Diversity Matrix in their proxy statement or on their website for the first time in ...

In the wake of the collapse of SVB and the resulting uncertainties in the banking sector, public companies need to give some thought to what they need to say about the ...

Well, you can’t say we haven’t warned you about a couple of looming compliance deadlines for recent rule changes — but we’ll do it again anyway with the help of ...

The crypto bros have been having a bit of a moment in recent weeks, as Bitcoin rallied while bank stocks burned. Some crypto-evangelists have contended that recent ...

The SEC recently announced charges against a “crypto asset entrepreneur” and three of his wholly owned companies for what the SEC is saying were unregistered offers ...

The SEC scored a big win last year on a novel “shadow trading” case that it brought in 2021, when a federal court allowed the litigation to proceed. That case ...

President Biden recently vetoed a resolution that would have overturned the latest version of the DOL’s “ESG” rule, which was vulnerable because it was just ...

Two years ago, I wrote that anticipating Larry Fink’s annual letter to CEOs, a 10-year tradition which typically has arrived in January, was like waiting for Moses to ...

It’s been a couple years since we’ve had a non-GAAP enforcement action. Last week, the SEC reminded us that they’re still watching for problems. The Commission ...

ISS recently released its Global Board-Aligned U.S. Voting Guidelines and Global Board-Aligned International Voting Guidelines. ISS describes these new guidelines as ...

The enduring regulatory drama over digital assets has focused much attention these past few years on the definition of “security” in the Securities Act and the ...

With all of the focus these past few days on upheaval in the banking industry, including discussion of the compensation paid to executives of troubled financial ...

In a recent OpEd piece published in The Hill, SEC Chair Gensler calls on crypto firms to do their work within the bounds of the law, or they shouldn’t do it at all. ...

Over the weekend, we marked three years since COVID-19 was officially declared a pandemic by the World Health Organization. Despite the passage of time, my memories of ...

Last month, Liz blogged about the SEC’s recent enforcement action against Activision Blizzard, which is the latest action premised solely on an issuer’s alleged ...

The Jim Hamilton Blog recently flagged the competing efforts of Democrats and Republicans on Capitol Hill to influence the substance of the SEC’s climate disclosure ...

In January, the Delaware Chancery Court dropped a bit of a bombshell on Corporate America when it refused to dismiss Caremark claims against a former McDonald’s ...

Many Delaware companies are considering asking stockholders to approve officer exculpation charter amendments this proxy season. If you’re working with one of them, be ...

With the SEC’s adoption of cybersecurity and climate change disclosure rules looming and intensifying investor scrutiny of disclosure in these areas, a recent Perkins ...

Big news on the “insider trading” front. Earlier this week, the SEC announced that it had filed a civil complaint against the CEO and Chair of a health care company ...

Earlier this month, a flurry of IPOs successfully closed on an aggregate $1.17 billion in proceeds — according to a recent Reuters article — with several more ...

Warren Buffett’s annual letter to Berkshire Hathaway shareholders came out this weekend — along with the annual report. Like last year, the Oracle of Omaha doesn’t ...

On Wednesday, the Department of Justice announced a new corporate voluntary self-disclosure (VSD) policy that is applicable to all 94 U.S. Attorney’s Offices in the ...

Last October, the SEC adopted Rule 10D-1, which directs the national securities exchanges to adopt listing standards that will apply the disclosure and clawback policy ...

The SEC announced that its Investor Advisory Committee will meet next Thursday, March 2, and one of the items on the agenda will be a panel discussion examining the ...

Time flies when you are having fun — it seems like we were just taking down the holiday decorations, and now the end of February is rapidly approaching! That means ...

In December, I blogged about the SCOTUS’s decision to grant Slack Technologies cert petition in a case addressing the application of Section 11 of the Securities Act ...

Yesterday, the SEC announced the adoption of rules implementing a T+1 settlement system. Here’s the 314-page adopting release and here’s the two-page fact sheet. ...

Item 407(h) of Reg S-K requires companies to disclose “the extent of the board’s role in the risk oversight of the [company], such as how the board administers its ...

When it comes to finding unconventional ways to raise cash, AMC will find a way — and selling equity to do it is a key part of the meme stock playbook, as another ...

I don’t know that this is a development that’s likely to be high on the list of our members’ priorities, but I feel duty-bound to report that yesterday, the SEC ...

Between the FTC’s efforts to persuade judges that antitrust laws mean whatever it says they mean and the anti-ESG crowd’s position that group initiatives targeting ...

In a recent speech, Assistant AG Kenneth Polite announced important changes to the DOJ’s Corporate Enforcement Policy (CEP). The changes are designed to provide ...

I blogged last fall about a reason to be cautious when amending advance notice bylaws in response to the SEC’s newly effective universal proxy card rules: hedge fund ...

While we are considering potential changes to corporate insider trading policies in the wake of the SEC’s recent Rule 10b5-1 amendments, the SEC will consider changes ...

One of the disclosure requirements from the SEC’s recently adopted clawback rules is a set of new checkboxes for the cover page of the Form 10-K, Form 20-F and Form ...

On Wednesday, the Delaware Chancery Court declined to dismiss fiduciary duty claims against a corporate officer arising out alleged oversight failures that allowed “a ...

Back in December, the Financial Accounting Standards Board announced an Accounting Standards Update that extends the period of time preparers can utilize the guidance in ...

The new pay versus performance disclosure requirement is a big focus right now, as issuers begin preparing their proxy statements for 2023 annual meetings. As with any ...

Perhaps one of the most controversial proposals that the SEC has not yet acted on is a proposal to amend the “held of record” definition for purposes of Section ...

The SEC’s effort to require some companies to provide disclosure about Scope 3 emissions is probably the most controversial part of its proposed climate change ...

In the latest sign that the SEC’s Enforcement Division continues to investigate whether public companies are properly disclosing cyber attacks — and whether any ...

Alas, the Information Age has robbed us of many of life’s little pleasures, including access to hard copies of glossy annual reports. Nonetheless, the glossy annual ...

Last week, the SEC announced that it had charged Genesis Global Capital and Gemini Trust Company for the unregistered offer and sale of securities to retail investors ...

I think most securities lawyers are a little paranoid when it comes to their public company clients’ interactions with securities analysts. After all, the 2nd Cir. ...

Will the fallout from 2022’s crypto meltdown lead to an SEC enforcement sweep targeting crypto exchanges in 2023? Former SEC Internet Enforcement Chief John Reed Stark ...

Soundboard Governance’s Doug Chia recently blogged his thoughts on how to build a perfect virtual annual meeting. The best thing about the blog is that Doug doesn’t ...

The SEC has brought enforcement actions against a number of companies offering digital assets in which it has alleged that the assets are a “security” within the ...

Last week, State Street Global Advisors announced a new program that will offer “proxy voting choice” to more institutional funds, as soon as this proxy season. The ...

Yesterday, BlackRock Investment Stewardship issued its 2023 proxy voting guidelines — along with updated Global Principles that outline the seven key governance themes ...

As Lawrence blogged yesterday on PracticalESG.com, the CFPB posted a consent order with Wells Fargo earlier this week, in which the bank agreed to pay $2 billion to ...

According to a recent PCAOB Staff Report, public company auditors didn’t have a great year in 2021. The report says that, according to preliminary inspection data, the ...

Yesterday, the SCOTUS granted Slack Technologies’ cert petition in a case raising the issue of whether Section 11 and Section 12(a)(2) of the 1933 Act require a ...

Yesterday, the SEC adopted amendments to Rule 10b5-1 imposing new conditions and disclosure requirements for 10b5-1 plans and securities transactions by companies and ...

For some reason, I’ve got a real weakness for articles about best practices for keeping board minutes — which is kind of strange because of all the routine tasks I ...

I have been discussing the new pay versus performance disclosure requirement with management teams and boards of directors over the past few months, and the most ...

Yesterday, the SEC announced that it is reopening the comment period (again) for its share repurchase disclosure rulemaking, which was proposed back in December 2021 at ...

As you are preparing your proxy materials this year, keep in mind that the SEC’s universal proxy rulemaking made changes to the disclosure requirements that apply ...

As Liz noted on the Proxy Season Blog, last week ISS announced updates to its benchmark voting policies that will be effective for the 2023 proxy season. Here are the ...

With so much attention on board diversity these days, an inevitable question is whether the increased diversity of corporate boards influences broader diversity gains in ...

Last week, the SEC announced its Strategic Plan for fiscal years 2022–2026. As Dave previewed in August when the draft plan was issued, the 16-page Strategic Plan ...

U.K.-listed companies are assembling more diverse boards and executive management teams than we are in the U.S., ahead of new rules from the U.K. Financial Conduct ...

John blogged a few weeks ago that private debt issuers would soon be finding themselves between a rock (significantly expanded disclosure requirements) and a hard place ...

It’s getting hard to keep up with all of the crypto collapses that have followed the FTX implosion, but apparently BlockFi filed for bankruptcy yesterday. The part of ...

When it comes to ESG disclosure, it’s become apparent that a lot of folks at the SEC don’t seem to approach the materiality concept in the traditional way. A recent ...

Liz recently blogged about how the director onboarding process is evolving. An article from Nasdaq’s Center for Board Excellence focuses on a discrete aspect of the ...

Ever since Delaware amended its corporate statute to permit charter amendments exculpating certain officers from damages liability for certain duty of care breaches, ...