Articles

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, ...

This week, advisories were issued by NYSE Regulation, Nasdaq and FINRA in response to recent instances of unusual price movements following certain IPOs on U.S. ...

It’s no secret that certain folks at the SEC have been particularly focused on auditor independence as of late. Acting Chief Accountant Paul Munter has issued a couple ...

In response to the SEC’s newly effective “universal proxy card” rules, some companies have been tightening up their bylaws (as explained in a podcast that John ...

Thank you to all of the members of our military — and their family members — for your service and sacrifice for our country. While we are mindful of your ...

Yesterday, the SEC announced the results from the agency’s fiscal year 2022 enforcement activity, and it should come as no surprise that overall enforcement activity ...

It has been a rough year for digital assets, and the last thing that the crypto market needed was a spectacular scandal of massive proportions. Well, perhaps not ...

Earlier this fall, John blogged that the Division of Enforcement had gotten something it has coveted for quite some time — an insider trading case involving senior ...

Rule 15c2-11 governs when dealers are permitted to publish quotations for securities. In September 2020, the SEC amended the rule to prohibit them from publishing quotes ...

Now that the Twitter case is over, we can all turn our attention to the things in Delaware corporate law that really matter to us. Francis Pileggi recently provided a ...

Last week, in a blistering opinion, U.S. District Court Judge Ronnie Abrams took the SEC to task for its “neither admit nor deny” settlement policy. This excerpt ...

Yesterday, the SEC announced the adoption of amendments to Form N-PX that are intended to enhance the transparency of proxy voting by mutual funds, ETFs and other ...

I had been collecting various cryptocurrency-related updates for this blog, but then Bloomberg’s Matt Levine wrote a 40,000-word essay for Businessweek that says it ...

Yesterday, the SEC adopted the clawback rules contemplated by Section 10D of the Exchange Act, which was added over a dozen years ago by the Dodd-Frank Act. Not ...

I have been out speaking about all of the new SEC rules that have been adopted, are being adopted and that remain to be considered, and one thing is clear: we will all ...

Companies and their advisors aren’t the only ones struggling to keep pace with SEC Chair Gary Gensler’s “front-loaded” rulemaking agenda — the Staff is also ...

Yesterday, the U.S. Department of Justice announced that seven directors have resigned from corporate board positions in response to concerns by the Antitrust Division ...

SEC Acting Chief Accountant Paul Munter published another statement last week to focus on the gatekeeping responsibilities of auditors — this time, in relation to ...

As we make our way through a complicated earnings season, a recent Wall Street Journal article says that some companies may be looking at ways to expand the range for ...

Just in time for another round of polarizing midterm elections, the Center for Political Accountability and the Zicklin Center for Governance and Business Ethics at the ...

Investor activist Jim McRitchie recently filed a breach of fiduciary lawsuit against Meta in which he contends that in a system that emphasizes stockholder primacy, the ...

In a recent Directors & Boards article, GW Law School Professor Emeritus Lawrence Cunningham challenged the idea that there is a single set of corporate governance ...

Remember Vinco Ventures, the company that was the subject of a hostile takeover attempt by means of allegedly swiped EDGAR codes? Well, believe it or not, things have ...

On Friday, the SEC announced that a “technological error” dating back to as early as June 2021 has prompted it to reopen the comment period on 11 rulemaking ...

There is one phrase that frequently comes to mind when considering the regulatory environment that we have been living in for a while now: “life comes at you fast.” ...

Last month, the Public Company Accounting Oversight Board issued a staff request for information and comment on matters related to the application and use of the ...

Last Thursday, the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule implementing the beneficial ownership information ...

Yesterday, the SEC announced a $361 million settlement with Barclays for an unprecedented over-issue that is every security lawyer’s nightmare: The SEC’s order ...

Yesterday, the SEC announced settled enforcement proceedings involving alleged insider trading by Cheetah Mobile’s CEO and its former president. Insider trading cases ...

In a recent speech, Deputy Attorney General Lisa Monaco announced changes to the Department of Justice’s policies on corporate criminal enforcement. According to a ...

The potential risks of litigation that might arise out of the SEC’s climate change proposals are among the greatest concerns that public companies and their advisors ...

Yesterday, SEC Chair Gary Gensler testified before the United States Senate Committee on Banking, Housing, and Urban Affairs. In his prepared remarks, Gensler discussed ...

I have been having quite a few conversations lately about compliance. The SEC and DOJ appear to be laser-focused on corporate compliance at the moment, and even the ...

Over on the Proxy Season Blog, Liz recently wrote about the voting results from the 2022 proxy season on shareholder proposals requesting independent audits of racial ...

As John noted last month, we have been receiving questions from members in our Q&A Forum (see Topic No. 11109) and via email about when the SEC would adopt the ...

Yesterday, EY announced that it is moving forward with partner votes to separate the firm into two distinct organizations, which it has been considering for several ...

Here we go again, this time from a new report on board refreshment policies from The Conference Board, ESGAUGE and other collaborators: As US corporations seek to ...

Reuters reported yesterday that Digital World Acquisition Corp., the SPAC that’s attempting to merge with Donald Trump’s social media venture, has so far failed to ...

If you haven’t already received a comment letter, be aware that Corp Fin is taking a close look at disclosure of board leadership structures and risk oversight ...

The comments on the SEC’s pair of proposals for ESG investment funds are showing that these rules could increase pressure for portfolio companies, which is something ...

As the law firm memos on the Inflation Reduction Act’s 1% excise tax on stock repurchases continue to roll in, we’re learning that there are a lot of unknowns about ...

Earlier this year, HanesBrands disclosed that it had been the victim of a ransomware attack. In its second-quarter earnings release, the company disclosed that the ...

If you’re thinking about an officer exculpation amendment, then you’re probably also thinking about what your proxy disclosure and the text of that amendment might ...

On Friday, the SEC announced that it had adopted two amendments to the rules governing its whistleblower program. This excerpt from the SEC’s press release summarizes ...

Typically, the last two weeks of August are a pretty quiet time on the regulatory front. Not so for the SEC in 2022! At long last, the SEC finally got around to adopting ...

Yesterday, the SEC announced the release of its draft strategic plan for fiscal years 2022-26. The agency requests public comment on the plan during a period ending 30 ...

A few weeks ago, I blogged about a number of statutory changes that went into effect in Delaware at the beginning of this month, including changes that will allow ...

I blogged yesterday about my dismay in reading that today’s retail investors find equity investing to be hopelessly complicated. Law professors Christina Sautter and ...

On the heels of an insider trading action and reported investigation into Coinbase, the SEC is sending another strong signal that it intends to regulate digital assets ...

The SEC’s Enforcement Division is taking a close look at ESG funds’ share lending and proxy voting practices and related disclosures, according to a recent Bloomberg ...

If you aren’t already getting ESG-related questions during your earnings call Q&As, you probably will be soon. According to a recent Nasdaq MarketInsite article, ...

On Friday, the SEC approved updated PCAOB standards that apply to audits involving multiple audit firms. The standards require lead auditors to plan, supervise and ...

I see from recent media reports that meme stocks are back, which I guess means that people feel they didn’t lose enough money in crypto this year. Anyway, it’s ...

It’s not every day that the Delaware Chancery Court enjoins a company’s annual meeting of stockholders, but that’s what happened to UpHealth, a recently de-SPACed ...

A recent 2nd Circuit decision pared back the scope of the claims for which compensation may be received under Dodd-Frank’s whistleblower provisions. Here’s the intro ...

Yesterday, the Senate passed the 755-page Inflation Reduction Act of 2022. Among its other provisions, the legislation imposes an excise tax equal to 1% of the fair ...

In the May-June 2022 issue of The Corporate Counsel, we covered the disclosure implications of the war in Ukraine and the SEC’s guidance on the topic in the form of a ...

Effective August 1st, the Delaware General Corporation Law has been amended to reflect several significant changes. As a recent Wilson Sonsini memo notes, the changes ...

One topic that often comes up when discussing board refreshment and board diversity is the existence of classified boards. With a classified — or staggered — board, ...

Last week, the SEC re-proposed rule amendments originally proposed in 2015 to narrow an exemption from the requirement to be a FINRA member that is applicable to certain ...

Last week, the SEC posted an order instituting proceedings on a proposed NYSE rule change to modify pricing limitations for securities listed on the New York Stock ...

In remarks yesterday to the Center for Audit Quality, SEC Chair Gary Gensler marked the 20-year anniversary of the Sarbanes-Oxley Act, as well as the Enron and WorldCom ...

Yesterday, BlackRock Investment Stewardship released a 27-page summary of the 72-page “Voting Spotlight” that it published last week. The reports detail the asset ...

My family and I recently visited the Smithsonian’s National Museum of American History, where we joined other sweaty tourists in marveling over the prehistoric (2014) ...

In 2019, the Supreme Court set the stage for expansive “scheme liability” under Exchange Act Rule 10b-5(a) and (c) in Lorenzo v. SEC. Unlike primary liability under ...

Dave recently blogged about some of the potential implications of the U.S. Supreme Court’s decision in West Virginia v. EPA for the SEC’s proposed climate disclosure ...

Audit committees focus a lot of attention on the potential for financial fraud, but a recent Deloitte memo says they need to devote greater attention to an emerging area ...

I know you folks don’t come here for entertainment recommendations, but I think Bo Burnham’s 2021 Netflix special, Bo Burnham: Inside, is the most remarkable work of ...

Recently, I blogged about the Supreme Court’s decision to deny cert in a case challenging the constitutionality of the SEC’s “neither admit nor deny” settlement ...

Cooley’s Cydney Posner recently blogged about whether companies are making progress in efforts to improve the racial and ethnic diversity of their boards. She cites ...

At an open meeting yesterday, the SEC adopted rule amendments reversing certain changes to the proxy rules that were adopted just two years ago to address concerns with ...

On Monday, the Financial Stability Board — a group of financial regulators, treasury officials and central bankers from the G20 nations — announced that it will be ...

It is not surprising that one of the areas of focus in the comment letters submitted to the SEC regarding the climate disclosure proposal is the SEC’s authority to ...

Last week, the SEC announced the filing of an insider trading enforcement proceeding with allegations that sounded very familiar: The SEC’s complaint, filed in ...

Early last year, I blogged that business had emerged as a beacon of trust in stormy times. Eighteen months later, we’re stuck in disinformation quicksand — and ...

Businesses need to be on high alert for state-sponsored business spying originating from China, according to a warning issued yesterday by the FBI and Britain’s MI5. ...

There was an informative Twitter thread from an apparent “Main Street Investor” about how to read Form 10-Ks. Approaches to Form 10-K analysis can vary by type of ...

In a record-setting order last week, a FINRA arbitration panel issued a $52 million defamation award to Dan Michalow — the former co-head of global hedge fund D. E. ...

There’s a point at which I should no longer be shocked by scandals involving the Big 4. I guess I’m not there yet, because I was really taken aback by the ...

Yesterday, the Wall Street Journal released an investigative report reviewing insider transactions under Rule 10b5-1 plans. This excerpt says that one the Journal’s ...

In its October 2021 release reopening the comment period for its proposed clawback listing standard rules, the SEC floated the idea of including “little r” ...

Preparing and filing the Form 144 for insider transactions has traditionally been a job that’s fallen to the brokerage firm involved in the trade. But with the recent ...

Earlier this month, the SEC brought enforcement proceedings against Synchronoss Technologies and certain of its senior officers arising out of alleged accounting ...

Many of our members have asked about when the SEC might act on the many pending rule proposals it has offered up in the past several months. Yesterday, the SEC announced ...

When an error in a company’s financial statements is clearly immaterial to both the current and prior period, it may be addressed through an out-of-period adjustment, ...

While the SEC’s Scope 3 emissions disclosure proposal has its detractors, there are also some who want to see the proposed Scope 3 disclosure requirement enhanced. ...

In April, I blogged about a cert petition seeking SCOTUS review of the SEC’s use of “gag orders” in connection with the settlement of enforcement proceedings. ...

Yesterday, the SEC announced that it is seeking public comment on the activities of certain “information providers” — such as index providers, model portfolio ...

America’s labor shortage is getting lots of attention. A recent analysis from the U.S. Chamber points out some industry differences, while Forbes blames retiring ...

Last fall, BlackRock unveiled a new Voting Choice program to give certain institutional investors the option to vote the shares that they hold through BlackRock index ...

Last week, a “say-on-climate” vote passed with 96% approval at Caterpillar (hat tip to Maynard’s Bob Dow for alerting us). Management recommended in favor of the ...

SEC Chair Gary Gensler generated a lot of headlines with a speech that he gave at the Piper Sandler Global Exchange Conference on Wednesday. Gensler outlined the SEC’s ...

Paul Munter, the SEC’s acting chief accountant, issued a statement recently that focused on auditor independence. In the statement, Munter explains the auditor ...

The same adopting release that brings us mandated electronic filing of Form 144 also will require the electronic filing of the “glossy” annual report required under ...

One of the last vestiges of the paper filing world is (mostly) disappearing. On Friday, the SEC adopted several amendments to the rules governing electronic filing and ...

The board composition report from Heidrick & Struggles that I recently blogged about noted that companies are looking to add directors whose backgrounds combine a ...

The SEC hasn’t acted on its recent cybersecurity rulemaking proposal, but it seems apparent that any rules the agency adopts will ratchet up the demands on companies ...

The SEC’s Office of Investor Education and Advocacy announced yesterday that it was launching a series of game show-themed PSAs to help investors make informed ...

Last year, Audit Analytics reported that 2020 saw the lowest percentage of financial restatement disclosures (Big “R” and Little “r”) in the 20 years that Audit ...

In what could be a very bold move — with possible repercussions for other audit giants — EY is reportedly considering a split of its audit and advisory businesses. ...

U.S. Rep. Maxine Waters, D-California, who chairs the House Financial Services Committee, and U.S. Sen. Sherrod Brown, D-Ohio, who chairs the Senate Banking, Housing ...

Earlier this month, the SEC extended the deadline for its controversial climate change disclosure proposal. Thousands of comments have been received so far. While most ...

Yesterday, I recorded a podcast with Chris McClure, the National Head of ESG Services at Crowe, about fraud in ESG. Only after that did I see the New York Times article ...

When I was recounting all of the significant anniversaries in 2022 earlier this week, I definitely forgot a big one: the Sarbanes-Oxley Act! I hope all of the ...

SEC Chair Gensler appeared before congressional committees this week to present the SEC’s fiscal year 2023 budget request. The SEC requests $2.149 billion, an 8% ...

Last week, Judge Maureen Duffy-Lewis of the Superior Court of California, County of Los Angeles, found that SB 826, the California law requiring that ...

In my view, one of the more interesting letters submitted to date on the climate change rulemaking is one from a group of professors who examine the SEC’s authority to ...

Directors are fiduciaries and have the responsibility for overseeing the business and affairs of the company. In keeping with those responsibilities, directors generally ...

The SEC’s climate change disclosure proposal was on the agenda at last Friday’s meeting of the SEC’s Small Business Capital Formation Advisory Committee. As you ...

Yesterday, the SEC extended the comment period for its controversial climate change disclosure proposal to June 17th. The comment period was scheduled to expire on May ...

On Friday, the SEC announced that it had initiated a settled enforcement proceeding against NVIDIA Corporation arising out of allegedly misleading MD&A disclosure ...

I blogged earlier this week about a shareholder proposal that urged a company to impose additional restrictions on Rule 10b5-1 plans, which largely mirror the conditions ...

If the comment letters from the likes of the Council of Institutional Investors, Colorado Public Employees’ Retirement Association and NYC Comptroller weren’t enough ...

It’s impossible to know the internal machinations of any sensitive board decision, but there sure is a lot of speculation about how Twitter’s board arrived at ...

The SPAC market has been decidedly cooler this year — due to market conditions that are affecting all IPOs, yes — but also due to SEC skepticism that culminated in a ...

This week, a group of 36 trade and industry associations submitted a comment letter to the SEC requesting that the Commission provide a substantial comment period for ...

On the heels of its March proposal on enhanced cybersecurity disclosure, the SEC announced earlier this week that it is allocating 20 additional positions to its newly ...

Earlier this month, the Ukrainian American Bar Association, Razom Inc. and the former Minister of Finance of Ukraine submitted a petition for rulemaking to the SEC, ...

Over seven years ago, I wrote an article for The Corporate Counsel titled “Still Your Father’s Oldsmobile: The SEC’s Recent Focus on the Corporate Bond Market,” ...

I would be the first to admit that I usually say that it does not make much sense to begin preparing for compliance with new SEC rules when they are still in the ...

As we begin the third year of the COVID-19 pandemic, the inevitable question arises with each reporting cycle: “Should we keep our COVID-19 pandemic risk factor and, ...

Some significant changes will be on the table when Delaware’s General Assembly considers the 2022 proposed amendments to the DGCL. Among other things, the proposed ...

A Goodwin blog reminds 12/31 year-end filers that although they had to comply with the SEC’s 2020 MD&A amendments in their Form 10-K, this quarter’s 10-Q will be ...

It can happen to any public company — an executive is having a one-on-one with an investor or analyst and inadvertently discloses a tidbit of information that may be ...

On April 14, 2022, a SPAC called Alberton Acquisition Corporation filed a Form 8-K announcing that its de-SPAC target had decided to terminate its merger agreement with ...

On her Twitter account, Olga Usvyatsky flagged a recent comment letter exchange between UPS and the Staff dealing with the potential impact of Russia’s invasion of ...

Eagle-eyed members may have noticed that we recently added an “Artificial Intelligence” Practice Area to the site. Shortly afterwards, Debevoise published a 5-page ...

It did not take long for several senators to come out in opposition to the SEC’s climate change rule proposal. Sen. Joe Manchin, D-West Virginia, perhaps not ...

In recent years, it seems the Commission has tried to be more transparent about its own control deficiencies. The Commission recently issued a statement providing ...

Over on the Proxy Season Blog, Liz recently highlighted a topic that comes up time and time again at this time of year — what rules apply to the annual letter to ...

Corp Fin’s Accounting Staff recently issued SAB No. 121, which addresses the accounting treatment of safeguarded digital assets held by crypto platforms on behalf of ...

If you’re thinking about initiating a stock repurchase during the current period of global turmoil and market volatility, be sure to check out the recent Skadden memo. ...

One thing about the SEC’s climate change rule proposal seems pretty certain: if the rules are adopted in their current form, they are going to face legal challenges. ...

If your company or clients are among the ever-growing group of businesses looking to exit Russia after its invasion of Ukraine, you may want to take a look at the ...

You can imagine that Larry Fink, co-founder, Chair and CEO of the world’s largest asset manager, sat down six weeks ago to start outlining his letter to shareholders ...

Yesterday, the SEC announced a 98-page release to repropose amendments to Regulation M that would remove the references to credit rating agencies from existing ...

Our “Audit Fees” Handbook notes that shareholders tend to question auditor independence if a company’s proxy statement indicates that fees paid for non-audit ...

Yesterday, the SEC issued its long-awaited climate disclosure proposal. The Commissioners voted 3-1 in favor of issuing the proposed amendments. This write-up from our ...

We recently passed a significant milestone, the two-year anniversary of when the World Health Organization first characterized COVID-19 as a pandemic. We all no doubt ...

We have entered a period of highly volatile markets, and it certainly appears that more volatility is in store given recent economic shocks, the war in Ukraine and ...

A few weeks ago, I blogged about the general disclosure considerations for public companies arising from the war in Ukraine, including considerations for companies that ...

The SEC recently announced that it was proposing a series of new rules focusing on enhanced disclosure of cybersecurity issues by public companies. Check out the ...

According to a recent Cornerstone Research report, SEC & PCAOB accounting and auditing enforcement actions and monetary sanctions declined sharply in 2021. Here’s ...

According to an Audit Analytics report reviewing 21 years of “going concern” qualifications in public company audit reports, 2020 was a bit of a milestone year. ...

A recent article by Bloomberg Law’s Preston Brewer analyzes the results of a survey of in-house and outside securities, and capital markets lawyers concerning ...

In a webcast last year — “Cyber, Data & Social: Getting in Front of Governance” — we talked about the importance of social media oversight and controls. The ...

In a sign that the height of shareholder engagement season is approaching, BlackRock Investment Stewardship has released its 2022 Engagement Priorities. The asset ...

On Friday, the SEC announced a proposal that would increase public info of short sale data. Even though I’ve been mainlining news alerts for about 8 hours/day this ...

Warren Buffett’s annual letter to Berkshire Hathaway shareholders came out this weekend. Although he says there wasn’t much “new or interesting” at the company ...