On March 3, the United States Securities and Exchange Commission (SEC) issued guidance expanding its policies related to its confidential Draft Registration Statement (DRS) review process to all registration statements made under the Securities Act of 1933, as amended (Securities Act) and the Exchange Act of 1934, as amended (Exchange Act).
Continue Reading SEC Expands Accommodations for its Confidential Registration Statement Review Process, Increasing Flexibility for IssuersBest Practices for AI Disclosures in SEC Filings: Ensuring Transparency and Consistency
The rapid evolution of artificial intelligence (AI) is prompting an increase in AI-related disclosures in public companies’ SEC filings, a trend that is expected to continue.
Continue Reading Best Practices for AI Disclosures in SEC Filings: Ensuring Transparency and ConsistencyNo Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L
On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates earlier guidance on the exclusion of shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Exchange Act). SLB 14L was generally considered more shareholder-friendly.
Continue Reading No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14LSEC Pauses Defense of Climate Disclosure Rules
On February 11, Securities and Exchange Commission (SEC) Acting Chairman Mark Uyeda asked the Eighth Circuit not to schedule oral arguments for the SEC’s climate disclosure rules, which were adopted in March 2024, and soon voluntarily stayed by the SEC pending the outcome of the Eighth Circuit litigation.
Continue Reading SEC Pauses Defense of Climate Disclosure RulesFifth Circuit Vacates Nasdaq Board Diversity Rules
On December 11, the Court of Appeals for the Fifth Circuit vacated Nasdaq Listing Rule 5605(f) and Nasdaq Listing Rule 5606(a) (together with Nasdaq Listing Rule IM-5900-9, the Board Diversity Rules) by a 9-8 vote. In Alliance for Fair Board Recruitment v. SEC, the Fifth Circuit held that the Securities and Exchange Commission (SEC) acted outside of its authority when it approved Nasdaq’s Board Diversity Rules in 2021.
Continue Reading Fifth Circuit Vacates Nasdaq Board Diversity RulesHow to Tackle Greenwashing Claims
I authored an article for Bloomberg Law discussing steps companies can take to protect themselves in the shifting and complex landscape of environmental, social, and governance (ESG) transparency.
To reduce the risk of greenwashing claims, I recommend that companies have third-party auditors verify their ESG data and establish strong internal controls.
Continue Reading How to Tackle Greenwashing ClaimsPCAOB Delays NOCLAR Rulemaking to 2025 Amid Controversy and Election-Year Dynamics
The Public Company Accounting Oversight Board (PCAOB) delayed the adoption of a final rule with respect to its June 2023 proposal (Proposal) to increase auditors’ responsibility to evaluate and disclose a public company’s noncompliance with laws and regulations (NOCLAR). While the PCAOB originally indicated the Proposal would be adopted in 2024, the PCAOB’s website now states there will be no further action on the Proposal until 2025.
Continue Reading PCAOB Delays NOCLAR Rulemaking to 2025 Amid Controversy and Election-Year DynamicsWatch Now | ESG Outlook: Preparing for the 2025 Reporting Season Webinar
Join us, along with prominent environmental, social and governance (ESG) and corporate and securities thought leaders for the next session in our ESG Impact Webinar Series. As public companies prepare for the 2025 reporting season amid the transition to the new administration, staying ahead of the curve is essential.
Continue Reading Watch Now | ESG Outlook: Preparing for the 2025 Reporting Season Webinar
Motion for Summary Judgement Denied:Â Battle over California Climate Legislation Continues
Soon after California passed far-reaching climate legislation last year (referred to herein as SB 253 and SB 261; see our earlier blog post here and here for background), it was challenged in the U.S. District Court for the Central District of California (the district court).  In Chamber of Commerce of the United States of America et al. v. California Air Resources Board et al., No. 2:24-cv-00801 (C.D. Cal. 2024), the plaintiffs claimed that SB 253 and 261 violated the First Amendment, among other constitutional challenges.Â
Continue Reading Motion for Summary Judgement Denied:Â Battle over California Climate Legislation ContinuesSEC Charges Former Public Company Director and CEO with Concealing Close Friendship with Company Executive
As most public companies enter their fourth fiscal quarter and look ahead to filing their Form 10-Ks and proxy statements, a recent settlement agreement announced by the Securities and Exchange Commission (the SEC) serves as a cautionary tale about director independence and SEC disclosure requirements.
Continue Reading SEC Charges Former Public Company Director and CEO with Concealing Close Friendship with Company Executive