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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 ...

In yesterday’s blog we highlighted some of the disclosure considerations that could arise from the Russian invasion of Ukraine, but one issue that we did not address ...

Overnight, Russia attacked Ukraine, despite intense efforts to find a diplomatic solution. The continuing tensions have prompted a spike in the price of oil and ...

Targets of SEC enforcement proceedings and advocacy groups have long complained about “regulation by enforcement.” Crypto evangelists have been particularly vocal ...

Much of the discussion on board diversity issues has focused on race, gender and sexual preference, but this recent “Race to the Bottom” blog says more attention ...

I swear, I try to take crypto seriously — I really do. I mean, there are trillions of dollars being invested in it and lots of smart people think it’s the future. ...

While the universal proxy rules won’t go live for most companies until next year, a Goodwin blog recommends including some language in this year’s proxy about next ...

Even before SEC Chair Gary Gensler was officially confirmed to his current office, people were predicting that Section 13(d) reform would be high on his list of ...

The SEC has proposed significant changes to Rule 10b5-1 that may make complying with its requirements much more challenging. But despite a lot of commentary to the ...

The SEC announced yesterday that the Commissioners voted to propose “market plumbing” rules that would shorten the settlement cycle for most broker-dealer ...

Codes of ethics are adapting to ESG issues: The average length of ethics codes increased from 6,054 words in 2008 to 7,821 words in 2019, an average increase of 29 ...

When we last checked in on Corp Fin’s review of filings for climate change disclosure, many of the reviews appeared to be ongoing. A Bloomberg Law article highlights a ...

Late last month, the Delaware legislature amended Section 145(g) of the Delaware General Corporation Law to clarify that the definition of insurance includes captives, ...

Shareholder proposals that seek enhanced “political spending” disclosure garnered high levels of support last year, and I recently blogged on our “Proxy Season ...

The Principles for Responsible Investment recently released its publication “The Investor Case for Responsible Political Engagement.” The PRI describes this ...

The PCAOB has announced that it created of two new advisory groups — the Investor Advisory Group and the Standards and Emerging Issues Advisory Group. The PCAOB says ...

Yesterday, the Staff issued its annual Staff Report on Nationally Recognized Statistical Rating Organizations (NRSROs), providing a summary of the Staff’s examinations ...

Last week, the NYSE proposed a new listing standard to rights. Currently, Section 703.03 of the NYSE Listed Company Manual provides for the unlisted trading of ...

Yesterday, the SEC announced that it was reopening the comment period for the Dodd -Frank-mandated pay-for-performance disclosure rules that the agency proposed way back ...

Section 27(a) of the Exchange Act vests federal courts with exclusive jurisdiction over claims arising under that statute. What happens when a company adopts a bylaw ...

The SEC recently scored a big win on the insider trading front, when a California federal court endorsed its novel “shadow trading” theory as the basis for a Rule ...

It’s no secret that rule amendments to enhance cybersecurity disclosure are on the SEC’s agenda, but in a speech yesterday at Northwestern Law School’s annual ...

I’ve previously blogged about some of the uncertainties involved in how to account for digital assets. In light of those uncertainties and Bitcoin’s volatility, ...

The NYSE has sent its “annual compliance guide” to listed companies to remind them of their obligations on a variety of topics and summarize developments since last ...

Several in-house people I’ve spoken with have said that having to plan a hybrid annual shareholder meeting would be the “worst of both worlds.” This format ...

Yesterday, BlackRock CEO Larry Fink rounded out the guidance we’ve seen over the past week from the “Big 3” asset managers, by sending his annual letter to ...

On Friday, Vanguard posted its 2022 proxy voting policies for US portfolio companies – which go into effect March 1st. Like SSGA, Vanguard’s updates also address ...

One of the many interesting topics that came up during our webcast “Rule 10b5-1 & Buybacks: Practical Impacts of SEC’s Proposals” earlier this week (a replay ...

State Street Global Advisors released its annual letter to board members of portfolio companies outlining the engagement issues that SSGA will prioritize this year. The ...

A member recently asked in our Q&A Forum where things stand with the SEC’s review of filings for climate change disclosure. This focused review effort by the ...

In yesterday’s blog, I mentioned how the relatively short comment periods contemplated for the SEC’s recent rulemaking proposals have drawn some attention, even ...

At around this time last year, we were all wondering when the SEC’s financial information and MD&A rulemaking (which had been adopted in November 2020) was going ...

A company called Hygienic Dress League issued a press release earlier this week announcing that it was planning to raise capital through a Reg A+ offering. You’re ...

I’m sorry to disappoint those of you hoping to hear something from the SEC on its long-anticipated 13(d) reporting reform proposal, but today I’m blogging about a ...

With corporate boards facing increasing pressure to improve diversity, a WSJ article says that training programs aimed at expanding the pool of potential director ...

According to EY’s recent Global IPO Trends Report, 2021 turned out to be another terrific year for IPOs. The report says that 2021 was the most active year for U.S. ...

According to a recent Audit Analytics report, 2020 saw the lowest percentage of financial restatement disclosures (Big R & Little r) in the 20 years that Audit ...

Last week, the SEC announced that electronic vehicle company Nikola had settled the Commission’s fraud proceedings against it for $125 million. The SEC is establishing ...

In addition to the proposed changes to NYSE listing fees, the SEC also posted notice of a proposed NYSE rule change to Section 907.00 of the Listed Company Manual. ...

I’ve blogged a few times about the impact that retail investors could begin to have on proxy voting — there’s a write-up from last spring about how increasing ...

Yesterday, the Staff of the Division of Corporation Finance published a sample letter highlighting comments issued to companies that are based in, or that have the ...

Yesterday, the SEC issued proposed amendments to Rule 10b5-1 and related rules imposing new conditions and disclosure requirements for Rule 10b5-1 plans and securities ...

Not that I’m crying any crocodile tears for short sellers, but 2021 hasn’t been the greatest of years for them. The meme stock crowd handed short sellers their lunch ...

A couple of years ago, Corp Fin initiated a policy under which some Rule 14a-8 no-action requests received an oral response only. Yesterday, Corp Fin announced that it ...

Liz has already blogged a couple of times about Acting Chief Accountant Paul Munter’s statement recapping the OCA’s 2021 activities. For a blogger, this thing is one ...

I blogged earlier this week about current focus areas for the SEC’s Office of the Chief Accountant. One of those focus areas is revenue recognition — and on the same ...

With the SEC continuing to signal that it will likely propose climate disclosure rules in the near future for U.S. public companies, this is an interesting ...

Yesterday, ISS announced its policy updates for next year. Here are highlights from the 17-page executive summary: Say-on-Climate Management Proposals: ISS is ...

Investors representing over $2 trillion in assets under management are urging ISS to take a stricter stance on climate progress in its upcoming policy updates, according ...

Yesterday, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act. These ...

Yesterday, the SEC’s Acting Chief Accountant, Paul Munter, issued a statement to recap the 2021 activities of the Office of the Chief Accountant — and preview what ...

Yesterday, the SEC announced that it had adopted final rules that will require parties to proxy contests to use “universal” proxy cards that list all director ...

In another sign that proxy season will be here before we know it, Glass Lewis announced this week that it has released its 2022 Proxy Voting Policy Guidelines. These ...

A coalition of UK-based investors representing $4.5 trillion recently announced – just ahead of the COP26 summit – that it had sent letters to PwC, Deloitte, KPMG ...

Here are results from our recent survey on COVID-related adjustments to insider trading policies: 1. Who owns/administers your company’s insider trading policy ...

The ongoing regulatory push and pull over digital tokens just took another strange turn. On Wednesday, the SEC announced that it had instituted administrative ...

As we have previously reported, over the past few months, companies across a wide range of industries have been receiving comments from the Corp Fin Staff that are ...

Yesterday, the SEC announced the appointments of Erica Y. Williams as Chairperson and Christina Ho, Kara M. Stein, and Anthony (Tony) C. Thompson as Board members of the ...

Yesterday, the SEC announced a rule proposal that would update its electronic filing requirements to mandate the EDGAR submission of certain documents that filers still ...

Last week, ISS announced that it is seeking comments on its proposed voting policy changes for 2022. The comment period runs through November 16. As usual, ISS seeks ...

Yesterday, Corp Fin issued Staff Legal Bulletin 14L, which rescinds Staff Legal Bulletins 14I, 14J and 14K, and effectively takes a sledgehammer to four years of ...

Last year, the SEC amended Reg S-K’s financial disclosure rules, including several provisions of Item 303, which governs the content of the MD&A section of ...

Remember a few years ago, when a counterfeit letter purporting to be from BlackRock’s Larry Fink hit the street? Well, the folks who did that apparently had so much ...

In a recent speech to the ABA’s Annual White Collar Institute, Deputy AG Lisa Monaco announced some significant changes to the DOJ’s corporate criminal enforcement ...

The SEC’s Acting Chief Accountant, Paul Munter, issued a statement earlier this week. I might be reading too much into it, but when public statements are issued out of ...

A WSJ article recaps findings from the annual Spencer Stuart Board Index and The Conference Board’s annual Corporate Board Practices analysis. The big takeaway from ...

A few short weeks ago, BlackRock announced a big change to how its institutional investor clients can vote. We’ve already written three follow-up blogs! We’ve ...

Ransomware attacks are getting more common — and responding to them is getting more difficult in light of attackers’ new techniques and regulators taking steps to ...

It is my favorite time of year — the leaves are changing colors, there is a slight chill in the air and my thoughts inevitably turn to — cybersecurity? October is ...

The PCAOB recently published a 14-page summary of observations on its 2020 inspections of public accounting firms. The report highlights obstacles and good practices at ...

During the “SEC All-Stars” panel at last week’s Proxy Disclosure Conference, I spoke on the topic of proxy plumbing. I commented on how the SEC issued the proxy ...

As long as I can remember, the SEC’s budget has been a political football. Despite the SEC’s earnest requests for self-funding over the years (the SEC has ...

Yesterday, the SEC Staff released a report on the meme stock craze that occurred earlier this year. The report delves into the conditions that led to extreme price ...

One of the topics that I discussed on the SEC All Stars panel at Friday’s 18th Annual Executive Compensation Conference was the SEC’s reopening of the comment period ...

Liz blogged last week about BlackRock’s decision to give certain institutional investors the option to vote the shares they hold through BlackRock’s index funds. She ...

Yesterday, the SEC announced that it had adopted rules designed to modernize the filing fee process. Those fees are required for registered offerings, tender offers, and ...

The Delaware Chancery Court’s decision in the Boeing case is the latest in a series of cases suggesting that — as Liz put it in a recent blog — we’re in an era ...

On the heels of last week’s SEC proposal for enhanced proxy voting disclosure, yesterday BlackRock announced that it will give institutional index investors, such as ...

A Stinson blog highlights things to think about for the upcoming proxy season. Here’s an excerpt discussing a few things to watch for in D&O ...

A recent Squarewell Partners report (download required) of the 100 largest US & European companies by market cap confirms that things are getting back to ...

On Thursday, the SEC posted notice & immediate effectiveness of an NYSE proposal to make Juneteenth National Independence Day an Exchange holiday. As Lynn blogged ...

On Friday, ISS announced the results of its 2021 benchmark policy survey. 159 investors responded — as well as 246 companies, directors, advisors and other ...

I am a big believer in the saying “if it ain’t broke, don’t fix it.” I am not entirely sure where this saying comes from (and trying to figure that out sent me ...

Shareholder proposals relating to the environment had a big year during the 2021 proxy season. As noted in D.F. King’s Proxy Season Review and Fall Engagement Guide, ...

It is good to know that, with major issues looming such as a government shutdown and the need to extend the debt ceiling, some of our representatives in Congress are ...

This is a big week in Washington. Congress is working through a number of significant pieces of legislation, including funding the government for fiscal 2022 (the ...

Commissioner Hester Peirce issued a statement on Friday supporting the Trading and Markets Rule 15c2-11 no-action letter, but disagreeing with the very short extension ...

Earlier this week, Activision Blizzard confirmed media reports that it was the subject of an SEC investigation concerning “the company’s disclosures regarding ...

Earlier this year, Acting SEC Chair Allison Herren Lee issued a directive to the SEC’s Division of Corporation Finance to enhance its focus on climate-related ...

According to a recent CFO Dive article, everybody’s largest shareholder is running out of patience with the pace of ESG disclosures. Here’s an excerpt: BlackRock, ...

Some commenters have suggested that one of the advantages of a direct listing might be the ability to insulate companies and other potential IPO defendants from Section ...

Speaking of word choices, it turns out that there’s a magical incantation for better IPO pricing, and a Mayer Brown blog reports that a recent study says it’s ...

Lynn predicted several months ago that this would be the year that the SEC would surpass the $1 billion mark for lifetime awards under its whistleblower program. That ...

The Aspen Institute recently published a 34-page collection of essays that explore whether and how adding “employee directors” to boards would allow for better ...

Last week, Vice Chancellor Zurn of the Delaware Court of Chancery determined that the shareholder derivative litigation against Boeing’s board of directors could ...

Dave blogged last month about SEC Chair Gary Gensler publicly committing to protect investors from fraud in the crypto space — a signal that he would be open to the ...

As we roll into (and through) September, the attention of some non-listed issuers will inevitably turn to an impending SEC rule change that could cause the quotation of ...

BSR, which describes itself as “an organization of sustainable business experts that works with its global network of the world’s leading companies to build a just ...

On Friday, the SEC announced a $62 million settlement with The Kraft Heinz Company. The settlement resolved an alleged expense management scheme that the SEC says ...

If you’re old enough to remember the original version of “Stark Trek,” you probably recall an episode called “The Trouble with Tribbles.” The plot involved a ...

Credibility International recently released a report on 2020 SEC & PCAOB enforcement activity relating to financial reporting, auditing and accountants’ ...

Last week’s IAC meeting must have been pretty busy, because in addition to the 10b5-1 reform recommendations, it also received a subcommittee’s draft recommendations ...

A Wilson Sonsini report reviews IPO filing, pricing, and value statistics for 123 initial public offerings completed by U.S.-based technology and life sciences companies ...

It isn’t unusual to see a registration statement or a prospectus supplement include a recent developments section disclosing “flash numbers” — preliminary ...

I blogged last week about the SEC’s insider trading case against Medivation’s former biz dev guy — and I confess I struggled with the headline! I wasn’t really ...

It’s hard to believe we’ve spent only two years analyzing the decision of 200 CEOs to sign the Business Roundtable’s “Statement on the Purpose of a ...

Lynn blogged a few months ago about a change to Section 314.00 of the NYSE Listed Company Manual that was causing some hand-wringing. The new rule not only required ...

The weekend edition of the NYT Dealbook took a deep dive into the SPAC revolution and notes that we may start seeing a new type of blank-check entity called a SPARC ...

More than one-third of organizations worldwide have experienced a ransomware attack or breach in the last year, according to a survey announced recently by International ...

Despite the current focus on diversity at the board level and throughout organizations, “sexual orientation” isn’t captured by EEO-1 reports and the ...

Last week, Robinhood announced (on its company blog) that it agreed to buy Say Technologies — the platform that makes it easier for retail shareholders to vote proxies ...

Yesterday, the SEC announced insider trading charges against the former head of biz dev at a mid-cap company that was acquired at a premium five years ago. The guy was ...

Yesterday, the SEC announced a $1 million settlement related to “cyber breach” risk factor disclosures and inadequate disclosure controls and procedures. Here are ...

Although the SEC hasn’t defined “human capital,” it does require companies to provide info about those resources, to the extent that info is material to the ...

A recent Spencer Stuart Survey of nominating/governance committee chairs sheds some light on their priorities during the current year. In early 2021, the firm surveyed ...

Our friends at WilmerHale tipped us off to this email message, which purports to be from the author of the hoax whistleblower emails received by a number of public ...

One of the emerging items on this year’s shareholder proposal agenda has been requests for companies to convert to benefit corporations. Here’s an excerpt from a ...

A recent Watchdog Research blog reports that there’s been a dramatic uptick in the use of Form 10-K/As as the vehicle for making initial disclosures of internal ...

On Friday, the SEC voted to approve Nasdaq’s board diversity listing standard. As usual, the SEC was divided, with Commissioner Peirce dissenting and Commissioner ...

As part of last year’s flurry of SEC rulemakings, the Commission adopted amendments to Item 105 of Regulation S-K that were intended to make risk factor disclosure ...

Last week, SEC Chair Gary Gensler made remarks at the Principles for Responsible Investment “Climate and Global Financial Markets” webinar that provide the most ...

A perennial topic of discussion and speculation has been the role that the SEC should play in regulating the ever-expanding world of digital assets. What to some appears ...

On Friday, SEC Chair Gensler issued a statement highlighting disclosure concerns with China-based companies, prompted by recent actions taken by the government of the ...

Unfortunately, companies must continue to be on guard for bogus whistleblower complaints. As Liz first noted back in June, companies began receiving a variety of bogus ...

As we look toward the Form 10-K deadline for June 30th companies, here’s a reminder of our benchmarking survey on “human capital” disclosures. The responses below ...

Last week, FINRA settled a case with a broker-dealer who allegedly solicited and sold shares to 16 investors in over half a dozen Rule 506(b) offerings — because they ...

Robinhood — the app that set retail stock trading on fire — is itself going public this week. Here’s the Form S-1, which says that the company plans to sell up to ...

The theory behind the proxy advisory industry is that it helps its clients fulfill their fiduciary duties by allowing them to vote their shares in accordance with what ...

Most of us look at climate change disclosure obligations in the context of what the SEC now requires or what the agency will require in the future. A Winston & ...

BlackRock just issued its 2021 Stewardship Report and it’s an eye opener, particularly when it comes to the giant asset manager’s support of shareholder proposals ...

An Olshan blog addresses a topic I’ve been meaning to comment on for some time now. I’ve always thought that one of the most straightforward disclosure requirements ...

According to a recent Ceres report, while companies are making earnest statements about their efforts to combat climate change, a lot of what they’re saying is hot ...

The SEC’s latest Reg Flex Agenda included proposing rule amendments to “enhance issuer disclosures regarding cybersecurity risk governance.” The SEC has targeted ...

With Form 10-Q deadlines just around the corner for many companies, a Bryan Cave blog provides a reminder about the need to take a hard look at prior risk factor ...

Last month, I blogged about AMC’s efforts to cultivate the meme stock “apes” who’ve pushed the company’s valuation to staggering heights. Part of that effort ...

According to a recent study, there is an epidemic of regulatory non-compliance in crowdfunding offerings so great that the author says it calls into question the ...

Back in March, I blogged about Virginia being the second state in the U.S. to enact a comprehensive data privacy law. Colorado became the third state to enact a ...

We’ve known for some time that the SEC’s Division of Enforcement has been taking a hard look at SPAC deals, and yesterday it announced an enforcement action against, ...

Last month, John blogged about the removal of the PCAOB Chair and the pending overhaul of the members of the PCAOB board. Some view these moves as political, but aside ...

Last summer, Liz blogged about the appointment of an independent oversight committee to monitor proxy advisor “best practices.” Last week, the oversight committee ...

This year, some may recall that ISS began including information about board diversity in proxy research reports. In 2022, ISS will take things a bit further by issuing ...

Last month, Liz blogged about a hoax whistleblower email message that was making its way around public company ethics inboxes. Unfortunately, we’ve recently learned ...

The latest episode of “CEOs Behaving Badly” reminded me that I’ve been meaning to blog about a Stanford article, which says many emerging risks faced by companies ...

Many companies are trying to satisfy investor demands for ESG disclosure, but it’s probably fair to say that their disclosure controls and procedures (DCPs) for these ...

The SEC’s 2019 enforcement action against Facebook highlighted the perils of hypothetical risk factors. Now, in In re Alphabet Securities Litig., (9th Cir.; 6/21) the ...

On Friday, the Staff issued 21 FAQs for recipients of its recent letter requesting certain companies to voluntarily provide information concerning the SolarWinds ...

Last month, Lynn blogged that the SEC was nearing the $1 billion mark for lifetime awards under its whistleblower program. An Arnold & Porter memo says that FY 2021 ...

Insider trading is always a juicy topic in the financial media. Once the spotlight is focused on trades that appear well-timed, Rule 10b5-1 technicalities are of limited ...

Earlier this week, the Supreme Court issued its long-awaited decision in Goldman Sachs Group v. Arkansas Teacher Retirement Systems, a securities fraud class action ...

You know we love “fake SEC filings” around here — and a CNBC article recaps quite the scheme. Allegedly, a group of scammers scooped up shares from dormant shells ...

The Enforcement Division is contacting companies that may have been affected by the December 2020 SolarWinds cyberattack, according to an alert that Brian Breheny, ...

Last week — by a single vote — the House passed the “Corporate Governance & Investor Protection Act.” Among other things, the bill would amend the Exchange ...

Not sure if the sun’s shining where you are, but a forthcoming academic article purports to link exposure to sunshine to upwardly biased earnings forecasts. It’s not ...

When boards name a new audit committee chair, does previous service on a company’s audit committee make a difference? That’s the focus of a recent University of ...

Yesterday, the SEC announced that it settled charges against a title insurance company for alleged disclosure controls and procedures violations in connection with a ...

Last year’s Rule 14a-8 amendments may or may not be here to stay. The Senate “fast-track” deadline under the Congressional Review Act — which could have undone ...

Big thanks to member Sundance Banks for alerting us to what appears to be a pretty widespread whistleblower hoax, and to others who have provided more background over ...

A few months ago, I blogged about the materiality standard and the hazards associated with the SEC serving up disclosure mandates designed to give investors “what they ...

If you’ve been reading my blogs for a while, then you know that the institutional investor-led crusade against dual-class IPO structures has long been one of my ...

A few weeks ago, I blogged about efforts to come up with a fix for the accounting issues associated with SPAC warrants identified in the joint statement from Corp Fin ...

According to an Institutional Investor article, a new study finds that “green bonds” proved to be an attractive safe haven investment during the ...

An Equilar blog shares the result of the latest Gender Diversity Index. Progress on that aspect of representation has accelerated over the past several years. Check out ...

With about two weeks to go before the expiration of the time frame that the SEC had set to collect public input on the possibility of climate change disclosure rules, ...

Yesterday, in response to a directive from SEC Chair Gary Gensler, Corp Fin announced that: It’s considering whether to recommend that the Commission revisit ...

A recent Law.com post from Alston & Bird attorneys Elizabeth Clark and Robert Long provides a summary of several initial court decisions involving COVID-19-related ...

With eyes on board diversity, a recent article in The Guardian caught my eye, as the headline said shareholders have been urged to vote out a board chair due to gender ...

Back in February, three Democratic U.S. Senators wrote to then Acting SEC Chair Allison Herren Lee urging the SEC to reexamine its policies on Rule 10b5-1 plans — Liz ...

Last year, when the SBA rolled out the paycheck protection program, questions arose about whether companies made their “need certifications” in good faith. A ...

Last month, the SEC threw a monkey wrench into the SPAC market when the Corporate Finance Director and the Chief Accountant issued a joint statement on accounting for ...

This year’s wild proxy season continued yesterday when ExxonMobil announced that a dissident won at least two seats on the company’s 12-member board. The dissident ...

Last year, it appeared that derivative claims based upon allegedly false or misleading corporate statements about diversity and other ESG-related areas might be the next ...

According to a Reuters’ article, the New York Attorney General is preparing to file an insider trading lawsuit against Eastman Kodak and its CEO. The allegations arose ...

If you follow the SEC’s social media accounts, you know that almost anything the agency or commissioners post on any topic receives a deluge of responses from crypto ...

Speaking before the SEC’s 8th Annual Conference on Financial Market Regulation, SEC Chair Gary Gensler reportedly stated that the Staff was working on a new rule ...

Looks like we can add “predictable proxy voting outcomes” to the list of things that Millennials are blamed for killing — along with doorbells, voicemail and the ...

We’re in the midst of the first proxy season in which ISS is flagging companies that have no apparent racially or ethnically diverse directors – next year, they’ll ...

All of this back & forth aside, due to investor demands and legislation, the makeup of boards is gradually evolving. A new report from the California Partners ...

In his remarks to the House Financial Services Committee, Chair Gensler said the two-day settlement cycle was partially to blame for the trading freeze-out that some ...

From a review of over 2000 Form 10-Ks following the effective date of the new human capital management (HCM) disclosure requirement, PwC released an updated memo to ...

Over the years, the SEC’s Accounting leaders have used the Baruch College Financial Reporting Conference to message disclosure review initiatives, such as the non-GAAP ...

One skill that gets mentioned as an area of improvement for boards relates to IT or cyber expertise. Perceived shortcomings in any board risk oversight responsibility ...

Back at the end of March, Liz blogged about the introduction of a resolution calling for repeal of last year’s Rule 14a-8 amendments under the Congressional Review Act ...

A forthcoming academic article in the Duke Law Journal asserts that well-timed gifts of stock by insiders continue to be widespread – a phenomenon John blogged about a ...

A few weeks ago, I blogged about amendments to the NYSE Listed Company Manual relating to shareholder approval requirements. While that blog focused on amendments ...

Yesterday, the SEC announced enforcement proceedings against eight companies for alleged disclosure deficiencies in Form 12b-25 filings. Here’s an excerpt from the ...

Last week, Liz blogged that the SPAC bubble was leaking. This week, S&P Global declared that the bubble has popped – and that SPACs have gone the way of tulips ...

The rise of non-financial priorities in corporate governance and the focus on corporate purpose has attracted a lot of attention in recent years. Some have dismissed the ...

On March 2, 2021, the Secretary of State designated various entities affiliated with Russia’s government, including the FSB, as parties subject to Executive Order ...

Shareholder proposals were another aspect of last year’s virtual annual meetings that didn’t always go smoothly, and a recent blog from Soundboard Governance’s ...

The retail segment of shareholders had been holding steady around 30% the last couple of years, well below the 85% levels of the 1960s, before the dawn of huge asset ...

As if “materiality” under the securities laws wasn’t a difficult enough concept, investors supporting various ESG frameworks and standards have been adding to the ...

Let’s look at an interesting element of technical solutions (such as carbon capture) that companies could end up getting dinged for: secondary impacts. Newton’s ...

As I blogged a few months ago, businesses are now the most trusted institution in society. Unfortunately, that also means that 86% of people now expect CEOs to speak out ...

Like many of you, I anxiously await the release of the new James Bond film No Time to Die. Sadly, this will be Daniel Craig’s final turn at the role, who in my opinion ...

I’m happy to share this guest post from Ashley Walter, JT Ho and Carolyn Frantz of Orrick – with 7 tips for conducting a “health check” on your ESG ...

Warrants are a standard part of how SPACs raise money, and they’re often classified on balance sheets as equity. But as part of the SEC’s ongoing scrutiny of these ...

Earlier this year, I blogged about some refinements Glass Lewis made to its disclosure expectations for virtual shareholder meetings. Virtual shareholder meetings were ...

Forever is a long time, except in corporate timelines. I remember visiting the Hoover Dam in the early 1990s and marveling at a plaque listing the construction ...

Shortly after the onset of the pandemic, many companies opted to discontinue providing quarterly EPS guidance for the remainder of 2020. A McKinsey article says that ...

Fenwick & West recently published a report on board gender diversity among large public companies and the Silicon Valley 150. Here are some of the key ...

It wasn’t that long ago when discussions about the “materiality” concept focused on things like the efficient market hypothesis and the probability and financial ...

Last month, Doug Hileman published a white paper on Internal Audit’s role in corporate ESG programs. Among Doug’s rather stark findings: – 44% of respondent ...

I blogged a few weeks ago that only 318 companies that are subject to California’s board diversity statute have filed a disclosure statement to report whether or not ...

Yesterday afternoon, Corp Fin issued this “Staff Statement” to highlight accounting, financial reporting & governance issues that they want people to carefully ...

That was fast. Only a couple of weeks ago, Acting SEC Chair Allison Herren Lee gave a speech and issued a corresponding request for public comment on 15 aspects of ...

When the Rule 14a-8 amendments were approved in high-drama fashion last fall, they were the first revisions to the submission thresholds in over 20 years, and the first ...

John blogged last December about a provision in the Consolidated Appropriations Act, 2021 restricting the SEC from finalizing a rule requiring company political spending ...

Last December, John blogged when “The Holding Foreign Companies Accountable Act” (HFCA) was signed into law. The law amends the Sarbanes-Oxley Act to prohibit ...

A few weeks ago, I blogged about the Center for Audit Quality and AICPA’s roadmap to help auditors provide ESG data assurance services to companies. So, while Big 4 ...

Yesterday, I blogged about BlackRock’s 2021 engagement priorities. Betsy Popken, JT Ho and Carolyn Frantz of Orrick kindly provided this guest post with more about ...

Spring is in the air and many in-house members are busy preparing for shareholder engagement meetings. To help companies prepare, last week BlackRock issued its 2021 ...

Earlier this week, I blogged about how relatively few companies are presenting adjusted EBITDA numbers that attempt to back-out expenses associated with COVID-19. That ...

Well, it was fun while it lasted. We now return to our regularly scheduled series of ESG-related lead blogs. Yesterday, the SEC released the agenda for tomorrow’s ...

Well, it looks like this blog has to continue with its “All ESG, All the Time” format for at least another day. The latest event that’s preventing me from taking ...

In news that I’m delighted to say has nothing whatsoever to do with ESG, the SEC recently issued an Investor Alert about celebrity involvement with SPACs. Here’s the ...

I was really hoping to lead with something other than an ESG-related topic this morning, but thanks to Acting Corp Fin Director John Coates, that’s not going to ...

As You Sow is out with a pair of new scorecards for the S&P 500 (and they’ve filed a bunch of related shareholder proposals): – Racial Justice – scoring ...

In what investors are saying is a big win, the DOL announced yesterday that it won’t enforce its pair of recent rules that limited consideration of ESG factors in ...

California has been a bellwether for board diversity & consumer privacy movements. Now, it could be setting the tone for mandatory climate disclosures. California ...

I blogged recently about how the year-end report from the SEC’s Investor Advocate urged the Commission to adopt rules that would make companies’ SEC filings ...

On Friday afternoon, the SEC announced that it had filed a complaint against AT&T and three of its IR execs for violations of Regulation Fair Disclosure. This is the ...

That was quick! Following last week’s SEC announcement that Corp Fin will be scrutinizing climate-related disclosures, yesterday the SEC issued an announcement about ...

Last week, John blogged about Acting SEC Chair Allison Herren Lee’s statement directing Corp Fin to scrutinize climate change disclosures. Many companies had already ...

As we see more Form 10-Ks with new Item 101 human capital resource disclosures, it’s becoming clear that companies are taking this opportunity to tell their ...

Back in September, Liz blogged about the SEC’s adoption of amendments to the SEC’s whistleblower awards program, which had been in the works for a while. With a new ...

Each year, we blog about Larry Fink’s annual letter to CEOs. With BlackRock being among the largest shareholders for many companies, the letters are read with interest ...

Earlier this month, Sen. Pat Toomey (R-PA) & other Republican members of the Senate Banking Committee sent a letter to Acting SEC Chair Allison Herren Lee urging the ...

In news that may throw an 11th hour monkey wrench into the finalization of a number of 10-K filings, Acting SEC Chair Allison Herren Lee issued a statement yesterday in ...

A Bryan Cave blog provides some helpful input about the SEC’s recently adopted electronic signature process – a topic that we’ve received a lot of questions about ...

If that $732 billion number caught your eye, check out the Wachtell Lipton memo, which highlights how rapidly the market for ESG-related debt financing is growing and ...

Compliance with the changes to Reg S-K’s financial disclosure rules doesn’t become mandatory until August 9th, but companies are permitted to early adopt the changes ...

Allianz has issued its annual “risk barometer” – which identifies the top 10 risks for the upcoming year based on a survey of nearly 2800 brokers, underwriters, ...

As a Minnesotan who relies heavily on heat and electricity during the winter months, I’ve been flabbergasted by this week’s dispatches from Texan friends and ...

As a recent Cooley blog recounts, since the Rule 10b5-1 safe harbor was adopted 21 years ago, it’s been a magnet for controversy. In the wake of trading gains realized ...

Also last week, acting SEC Chair Allison Herren Lee issued a statement to reverse the Clayton-era policy of simultaneously considering enforcement settlements and ...

Yesterday, I blogged about how investors want to see companies enhance ESG reporting. ESG ratings are just one information source but it’s an area highlighted by ...

EY recently issued a report outlining investor expectations for the 2021 proxy season based on conversations with more than 60 institutional investors representing $38 ...

Last summer, Liz blogged about one take on what a “stakeholder” board could look like. She noted how some view re-examining the board’s structure as an opportunity ...

Yesterday, Corp Fin issued a sample comment letter for companies conducting securities offerings during times of extreme price volatility. The Staff cautioned that the ...

CEO succession has been near the top of business news cycles lately – last week’s news about Jeff Bezos stepping down as Amazon’s CEO certainly played a part. One ...

Rule 10b5-1 plans are one of the “great divides” between those of us who are lawyers for public companies and literally everyone else who follows public company ...

According to an SBA press release, the agency has forgiven over $100 billion in PPP loans as of January 12, 2021, and has approved forgiveness for nearly 85% of the ...

Whenever a new disclosure requirement becomes effective, one of the first things people ask is – “what are other companies doing to comply with it?” A Willis ...

With ESG gaining most of its momentum relatively recently, it’s not too surprising that the executive careers of many directors didn’t include a strong focus on ...

Last week, the World Economic Forum announced that 61 companies signed-on the organization’s “Stakeholder Capitalism Metrics,” a set of ESG metrics and disclosures ...

I was hoping to punt coverage of the amateur trading insanity to John’s blog rotation next week, but it seems notable that the SEC’s Acting Chair Allison Herren Lee ...

According to Edelman’s 2021 Trust Barometer, we are experiencing a “rampant infodemic” of misinformation and widespread mistrust of societal institutions around ...

Larry Fink is sending his annual letter to CEOs this morning. It’s a little later than usual and I’ve been feeling like I was waiting for Moses to come down from the ...

In August, Lynn blogged about amendments the SEC had proposed making to Reg S-T in order to promote the reliability and integrity of Edgar submission. The SEC recently ...

I recently blogged about how, during what is a challenging D&O pricing environment, some insurers are starting to look at company diversity practices. As the SPAC ...

Throughout the last year, we’ve continued to read about SEC enforcement actions and the Enforcement Division’s continued focus on financial fraud. Many expect the ...

Last fall, Liz blogged about some of the possible benefits of B-corps. At that time, Veeva Systems had formed a board committee to explore becoming a public benefit ...

In our webcast last week, one of the topics Courteney Keatinge, Glass Lewis’s Senior Director of ESG Research, talked about was the proxy advisor’s policy on virtual ...

There are few topics that make my eyes glaze over more quickly than anything related to XBRL. But in a recent FEI article, former SEC Chief Accountant Wes Bricker says ...

Last week’s attack on the Capitol – I still can’t believe I’m writing those words – has prompted many companies to hit pause on their political contributions. ...

Last month, the NYSE submitted proposed amendments to its shareholder approval rules. On December 28th, the SEC issued a notice soliciting public comment on the proposed ...

Our colleague Mike Gettelman blogged earlier this week about the prospect of recent SEC rulemaking being undone by the Congressional Review Act – a complicated and ...

The calendar says it’s 2021, but the distressing events in Washington last week suggest that the 2020 dumpster fire continues to rage on unabated. A Bryan Cave blog ...

Baker McKenzie recently issued its 2020 IPO Report, which discusses the current year’s activity & the trends to watch for in 2021. Peak SPAC or not, it looks like ...

The SEC’s “Office of the Advocate for Small Business Capital Formation” — which covers emerging, privately-held companies up to small-cap public companies — ...

BlackRock’s Investment Stewardship team recently shared commentary on corporate political activities, which urges companies to provide transparent disclosure so that ...

I blogged a few weeks ago about the need to double down on vendor management processes in light of the SolarWinds hack. We’re posting memos in our “Cybersecurity” ...

Last month, I blogged that companies conducting Rule 506 offerings in New York need to file a completed Form D through the NASAA Electronic Filing Depository in order to ...

Before last week’s holiday break, John blogged about the SEC’s approval of the NYSE direct listing proposal, and we’re posting memos about the new rule in our ...

John blogged not too long ago about how many consider the “S” in ESG the most difficult for companies to analyze and integrate. One aspect of “S” that is ...

With distribution of vaccines underway, there’s increased hope that the other side of the pandemic will come and a recent Intelligize blog discusses whether some ...

The NYT DealBook had a recent story about the Vatican’s new initiative with an international group of private sector, governmental and NGO leaders. Called “The ...

One of our members pointed out to us that the 2021 Consolidated Appropriations Act that Congress passed last night includes the now customary prohibition on the SEC ...

Last week, Liz blogged about the passage of the Holding Foreign Companies Accountable Act, which amends the Sarbanes-Oxley Act to prohibit listing on US exchanges of ...

At an open meeting yesterday, the SEC adopted final rules that will require public “resource extraction” issuers to disclose payments made to the U.S. federal ...

As we move closer to the finish line for 2020, our faithful correspondent Nina Flax of Mayer Brown is back with an uplifting “list” to focus on some of the positives ...

Last month, I blogged that former SEC Chief Accountant Wes Bricker is working on an initiative at PwC that would translate sustainability reporting standards into an ...

Members of Congress have found something to agree on: regulating China-based companies. The House has passed the “Holding Foreign Companies Accountable Act,” which ...

Not too long ago, John blogged about how companies may focus on overboarding as one way to move forward with increasing board diversity. A recent report from The ...

Yesterday, the SEC announced that it settled an enforcement proceeding against GE arising out of allegedly misleading disclosures in its power and insurance businesses. ...

Liz blogged last summer about how some short-term activists were making a pivot to ESG and wondered whether this trend would intensify. There have been whispers that ...

Efforts are ramping up for year-end reporting, and one topic many companies are starting to get their arms around is the new human capital resources disclosure. We’ve ...

Last Friday, the SEC announced it settled an enforcement proceeding against The Cheesecake Factory for misleading COVID-19 disclosures. Among other things, early in the ...

Prof. Sarah Haan of Washington & Lee Law School recently posted a draft article online that’s eye opening, to say the least. In short, her thesis is that there is ...

Yesterday, Nasdaq filed a rule proposal with the SEC that would require all listed companies to disclose board diversity statistics, and would require most of them to ...

A recent Corporate Secretary article reported that nearly 75% of respondents to an impromptu survey at a recent ESG investment conference said that the “social” ...

Kudos to Bob Lamm for picking up on news from ISS that not many folks caught when it was first announced, and non-members may not have seen when Liz blogged about it at ...

Glass Lewis recently announced the publication of its 2021 Voting Guidelines. The biggest changes are that Glass Lewis is expanding its board gender diversity policy to ...

The SEC saved the more interesting — and controversial — part of its “compensatory offering” modernization for an entirely separate proposal — which would, for ...

Yesterday, the SEC continued its active year by announcing proposed changes to Form S-8 and Rule 701. The amendments suggested by the 156-page proposing release are ...

Yesterday, SASB published this 10-page “Human Capital Bulletin” — which summarizes elements of SASB standards that can help companies prepare human capital ...

Yesterday, the SEC continued this year’s rulemaking spree by adopting amendments to enhance and simplify the financial disclosure provisions of Regulation S-K. The ...

Yesterday, Corp Fin announced an update to the Division’s Financial Reporting Manual. The Manual is updated as of October 30, 2020 and sections with updates are marked ...

Yesterday, the SEC announced that it adopted rules to facilitate electronic submission of documents. Welcome news to many, the Commission adopted rule amendments to ...

Deloitte recently issued a 218-page roadmap on comment letter trends that includes developments on financial reporting topics through November 6, 2020. In terms of ...

On Friday, Corp Fin updated one and withdrew several Securities Act CDIs. These CDIs relate to equity line financing arrangements and PIPEs that can raise issues under ...

Yesterday, ISS announced its policy updates for next year. Read the policy document. The big news this year is that ISS is ratcheting up the pressure on companies to ...

Last week, Liz blogged about a recent report from the NYSE & Diligent that said that 81% of directors indicated that their board either already has a plan for ...

The COVID-19 pandemic has already prompted a wave of litigation, including nearly three dozen securities lawsuits. In an effort to protect businesses from what it ...

At this point, most of us have reconciled ourselves to the fact that things aren’t getting back to normal anytime soon. Since that’s the case, companies will need to ...

Since the S-K modernization amendments just became effective, I thought a recent Bass Berry blog provided a timely illustration of the differences in disclosure ...

Yesterday, Corp Fin issued three FAQs to address transitional issues that companies have been wondering about in light of the recent amendments of Regulation S-K Items ...

Last week, the PCAOB issued an analysis of the impact of the “critical audit matter” disclosure requirement, which has already been in effect for large accelerated ...

According to a progress report from Climate Action 100+, 120 companies now have a board committee with express responsibility for oversight of climate risks and 59 ...

Following its open meeting yesterday, the SEC announced that it adopted amendments to simplify and harmonize the private offering framework. The Commission had proposed ...

Then again, this administration has done a thing or two to try to divert attention from ESG issues. On Friday, the Department of Labor published the final version of its ...

Yesterday, I blogged about a letter-writing campaign focused on climate lobbying disclosure. With diversity disclosure getting a lot of attention these days, there’s ...

Section 404 of the Sarbanes-Oxley Act requires companies to review internal control over financial reporting and report whether it’s effective. John recently wrote ...

One open question from the Supreme Court’s Liu decision relates to determining “legitimate expenses” that must be deducted from disgorgement awards so the “net ...

The comment period for ISS’ policy changes closes at 5 pm EST today, and when Liz wrote about the potential changes a couple of weeks ago, one U.S. change that has ...

One of the problems with adopting a principles based disclosure requirement is that you often end up with some poor soul staring at a blank sheet of paper trying to come ...

Earlier this year, Liz blogged about an SEC enforcement action targeting the “Simple Agreement for Future Tokens,” a once popular method of structuring ...

We continue to get a lot of questions on the SEC’s recent amendments to Item 101, 103 and 105 of Regulation S-K. As Liz blogged last month, some of these questions ...

Last week, Liz blogged about ISS’s benchmark policy document. In addition to the ESG and diversity policy changes that she mentioned, page 34 of the document sets ...

On Friday, the SEC announced amendments to the auditor independence requirements set forth in Rule 2-01 of Regulation S-X. The amendments are intended to update the ...

According to the latest survey of IPO governance trends by Davis Polk, there’s been “widespread and generally increasing adoption” of takeover defenses at both ...

COVID-19 disclosures remain a top area of focus for audit committees, according to a KPMG survey. Specifically, the uncertainty caused by the pandemic — along with ...

Enforcement Division Director Stephanie Avakian recently gave a speech to recap actions over the past three years (also see the speech from SEC Chair Jay Clayton). The ...

Last summer, the U.S. Supreme Court’s decision in Liu v. SEC reaffirmed the SEC’s authority to seek disgorgement as an equitable remedy in enforcement actions. But, ...

More than three years after the SEC’s Advisory Committee on Small and Emerging Companies issued a recommendation, the SEC voted 3-2 to propose a conditional exemption ...

We’ve blogged before about the importance of oversight and disclosure controls related to sustainability disclosures. Just last week, John blogged about CII’s ...

PwC issued its annual survey of nearly 700 U.S. directors. The survey covers a lot of ground and identifies several areas of opportunity for boards, including those ...

Last week, the SEC announced several enforcement actions as it wrapped up its fiscal year; here’s John’s blog about an alleged MD&A “Known Trends” violation. ...

We’ve previously blogged about efforts to get the LTSE off the ground — and earlier this month, they culminated with the official opening of the exchange. Here’s ...

The last day of the SEC’s fiscal year included the announcement of a settled enforcement proceeding against HP, Inc. Among other things, the proceeding involved HP’s ...

Earlier this week, the SEC announced settled enforcement proceedings against Fiat-Chrysler arising out of allegedly misleading disclosures about its compliance with ...

Ernst & Young recently issued its annual review of Staff comment letters. The number of comment letters issued during the year ended June 30, 2020 declined by 15% ...

Last week, ISS released the results of its 2020 policy benchmark survey. Here are some of the highlights: Pandemic-Related Issues   ISS policy guidance in ...

Last week, the Business Roundtable released “Principles & Policies Addressing Climate Change” — a 16-page statement that declares the U.S. should adopt a ...

As we covered in real-time yesterday at our “Executive Compensation Conference,” (archives will be available soon, and you can still register for on-demand viewing ...

Last week, the SEC closed the loop on a proposal from last year and adopted amendments to Rule 15c2-11 to modernize the type of information that needs to be available ...

Yesterday, mere hours after Alan Dye & Mark Borges covered the complexities of evaluating “perks” in a COVID-19 environment at the first day of our “Proxy ...

Last week, Veeva Systems — a NYSE-traded company with a $40B market cap — announced that it had formed a board committee to explore becoming a public benefit ...

Back in June, I blogged about NAVEX Global’s benchmarking data for compliance hotlines. For a more general look at compliance program benchmarking information, NAVEX ...

A couple weeks ago, Broc blogged about some confusion around the Inline XBRL requirements that will be required for Form 10-Q filings by large accelerated filers this ...

A few weeks ago, the SEC adopted rules to implement the “Fast Act” – and when the rules go effective next month, they’ll make the following changes to the ...

A Stinson blog highlights rule changes that could prompt a few tweaks to D&O questionnaires. Specifically, the blog notes that: – Companies can now rely on ...

Given the sensitivity of the issue, some may be grappling with how to approach gathering director diversity information. Investors are increasingly asking for board ...

Financial reporting in 2020 has turned out to be more of a laborious exercise than most companies envisioned at this time last year. And, a Deloitte memo says that ...

Following the killing of George Floyd, investors are increasingly calling for change and looking for company and board diversity data. A few weeks ago, I blogged about ...

Ever since the SEC proposed amendments to increase the Form 13F reporting thresholds, there has been ongoing commentary voicing concerns. A recent MarketWatch opinion ...

When I first saw the references to “supply chain financing” in Corp Fin’s COVID-19 guidance, I wasn’t really sure what the big deal was. I’m guessing that some ...

In our “Q&A Forum,” this question was recently posed (#8275): “For legal purposes, when does a day end and next day begin? We are reorganizing certain subs as ...

Here’s something you don’t see every day — last week, the SEC brought settled enforcement actions against an issuer and an underwriter for failing to deliver final ...

In the corporate governance debate, there’s perhaps no more pejorative term than “short-termism.” But an “Institutional Investor” article cites a recent study ...

We’ve been keeping an eye on pandemic risk factors since the “Before Time” (seriously, we first mentioned them in January). Most recently, we blogged about how to ...

A Heidrick & Struggles memo describes the increasingly complicated and important issue of board composition — and notes that too few boards rigorously evaluate ...

Earlier this week, the SEC announced two pretty substantial whistleblower awards — a joint $2.5 million award and a $1.25 million award — which looked like a lead-up ...

Last week, the Delaware Court of Chancery rejected a motion to dismiss in Teamsters Local 443 Health Services & Insurance Plan v. Chou — making it the latest in a ...

Corp Fin has sent comment letters to several well-established companies to request more info on their supply-chain finance arrangements — a practice that a WSJ article ...

Last week, Palantir filed the Form S-1 for its anticipated “Spotify-style” IPO. Despite new NYSE rules on “primary” direct listings, the company isn’t selling ...

Earlier this summer, I wrote about how Calvert called on companies and investors to take more tangible steps in addressing racial inequities. SSGA is also pushing for ...

At a recent open meeting, the SEC adopted amendments to parts of Regulation S-K — – specifically relating to Item 101 (business description), Item 103 (legal ...

A recent White & Case report summarizes ESG disclosure trends of the top 50 Fortune 100 companies by revenue. It’s a good look at where disclosure is headed as all ...

Wilson Sonsini recently came out with its risk factor trends report among Silicon Valley’s 150 largest public companies. One item the report delves into is the ...

Late Friday afternoon, the SEC issued proposed amendments under Regulation S-T aimed at promoting reliability and integrity of Edgar submissions. If adopted, the ...

We’ve previously blogged about the challenges facing companies trying to assert claims under business interruption policies for pandemic-related losses, and the early ...

If you’re an investment grade issuer and want to lower your cost of capital the next time you go to market, a Politico article says you’d be well advised to use the ...

Earlier this month, the PCAOB issued a report on its conversations with audit committee chairs about how audit committees are thinking about the effect of COVID-19 on ...

Companies with supply chains in China should be prepared to comply with enhanced due diligence and reporting requirements. That’s the conclusion of a Foley Hoag blog, ...