In connection with the upcoming Form 10-K/proxy season, public companies with a fiscal year ending on December 31 will be required, for the first time, to publicly file their insider trading policies as exhibits to their Annual Report on Form 10-K pursuant to Item 408(b) of Regulation S-K. Prior to this SEC rules requirement, it was fairly uncommon for public companies to make their insider trading policies publicly available (on a voluntary basis). Continue Reading The Time is Here: Public Companies Should be Mindful of the Upcoming Insider Trading Policy Form 10-K Exhibit Filing Requirement
The SEC Finally Adopts Climate Change Disclosure Rules: Making Sense of 800+ Pages
After almost two years following its proposed rules, on March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules to require public companies to disclose certain climate-related information in registration statements and annual reports.Continue Reading The SEC Finally Adopts Climate Change Disclosure Rules: Making Sense of 800+ Pages
SEC Adopts Amendments to Modernize Beneficial Ownership Reporting
On October 18, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting to “require market participants to provide more timely information on their positions to meet the needs of investors in today’s financial markets.”Continue Reading SEC Adopts Amendments to Modernize Beneficial Ownership Reporting
SEC Stays Repurchase Disclosure Rules and the Fifth Circuit Denies SEC’s Motion for Additional Time to Cure Rule Defects
On November 22, the Securities and Exchange Commission (SEC) stayed the recently enacted Share Repurchase Disclosure Modernization Rule (Repurchase Disclosure Rule) pursuant to section 705 of the Administrative Procedure Act and the U.S. Court of Appeals for the Firth Circuit’s (Fifth Circuit) October 31, 2023 opinion providing the SEC 30 days to correct defects in the Repurchase Disclosure Rule. For an overview of the Fifth Circuit’s October 31 opinion, please refer to our earlier blog post: Fifth Circuit Requires SEC to Revisit Share Repurchase Disclosure Rules.Continue Reading SEC Stays Repurchase Disclosure Rules and the Fifth Circuit Denies SEC’s Motion for Additional Time to Cure Rule Defects
California GHG Emission Website Disclosure Legislation to Take Effect on January 1, 2024
Recently, the State of California enacted Assembly Bill 1305: the Voluntary Carbon Market Disclosures Act (AB 1305), which requires companies, under certain circumstances, to make website disclosures of certain information about their greenhouse gas (GHG) emissions and emissions-reduction programs. Continue Reading California GHG Emission Website Disclosure Legislation to Take Effect on January 1, 2024
California Legislature Passes Significant Climate Disclosure Bills With Potential Broad Scope
Over the weekend, California Governor Gavin Newsom signed into law two major climate-related disclosure bills, Senate Bill 253: Climate Corporate Data Accountability Act (SB 253) and Senate Bill 261: Greenhouse Gases: Climate-Related Financial Risk (SB 261), which could have potentially broad application for companies meeting certain revenue thresholds that conduct business in California, whether or not such companies are incorporated or headquartered in California. Continue Reading California Legislature Passes Significant Climate Disclosure Bills With Potential Broad Scope
SEC Adopts Cybersecurity Disclosure Rules
On July 26, the Securities and Exchange Commission (SEC), by a 3-2 vote, adopted final rules intended to enhance public companies’ disclosures regarding (1) cybersecurity incidents through a new required current report item under Form 8-K and (2) cybersecurity risk management and governance in annual reports on Form 10-K through a new item under Regulation S-K. Continue Reading SEC Adopts Cybersecurity Disclosure Rules
Practical Considerations for Adopting a Clawback Policy in Advance of Effective Date of NYSE and Nasdaq Listing Standards
On June 9, 2023, the Securities and Exchange Commission (SEC) approved proposed amendments of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) to their respective listing standards to implement the SEC’s previously adopted recoupment rules. These listing standard amendments extended the effective date for the new clawback listing standards to October 2, 2023, meaning that companies listed on either exchange will need to adopt a compliant clawback policy no later than December 1, 2023.Continue Reading Practical Considerations for Adopting a Clawback Policy in Advance of Effective Date of NYSE and Nasdaq Listing Standards
Society for Corporate Governance: Southeastern Chapter Multi-City Meeting
We will be presenting at the Society for Corporate Governance: Southeastern Chapter Multi-City Meeting. The multi-city meeting will include speakers across five different host cities in the Southeast – Atlanta, Birmingham, Charlotte, Miami, and Nashville. Continue Reading Society for Corporate Governance: Southeastern Chapter Multi-City Meeting
FAQs on the SEC’s Newly Adopted Amendments to Rule 10b5-1 Trading Plans and Related Disclosures
We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked questions on the new rules.Continue Reading FAQs on the SEC’s Newly Adopted Amendments to Rule 10b5-1 Trading Plans and Related Disclosures