Please join us for a virtual broadcast and replay of our 4th Annual Corporate & Securities Counsel Public Company Forum.
This half-day complimentary program will be broadcast virtually on February 2 and features timely and practical guidance on the latest developments in corporate and securities matters impacting public company in-house counsel.
Continue Reading Virtual Broadcast: 4th Annual Corporate & Securities Counsel Public Company Forum
I recently authored an article published by Bloomberg Law providing insights to emerging growth companies (EGC) that are maturing and will be imminently transitioning from the limited proxy disclosure requirements of an EGC to the expansive disclosure and governance requirements of a seasoned public company.
Continue Reading Tips for Registrants Transitioning from EGC Status
Watch the recording of our latest webinar, Effective Strategies in Preparing SEC’s Pay versus Performance Disclosure. To gain access, please click here.
As proxy preparation season approaches, the Securities and Exchange Commission (SEC)’s new pay versus performance (PVP) disclosure rules will present new and unique challenges for many public companies.
Continue Reading Key Considerations for Developing New SEC Pay versus Performance Disclosure
I recently provided insight for a Bloomberg Law article on how publicly traded companies can prepare to disclose their climate and environmental risks ahead of impending, new Securities and Exchange Commission (SEC) rules.
Continue Reading Climate Disclosure Risks Ahead of Pending SEC Rules
A wide array of developments have significantly increased the focus by public companies on board and board committee oversight of environmental, social, and governance (ESG) issues in recent years. These developments have included the heightened consideration of institutional investors and proxy advisory firms on ESG board oversight and ESG considerations more generally, as well as various recent proposed rules and initiatives of the Securities and Exchange Commission (SEC) with respect to ESG matters, including the proposed climate rules issued by the SEC earlier this year. This post addresses issues and trends concerning whether the full board or particular board committees should be primarily responsible for oversight of ESG considerations.
Continue Reading ESG Board Oversight Considerations: What Board Committee(s) Should Oversee ESG in the Current Environment?
In March 2022, the Securities and Exchange Commission (SEC) proposed sweeping new rules to regulate the disclosures and liabilities associated special purpose acquisition companies (SPACs). The proposing release is available here. The proposals were aimed at enhancing disclosures and liabilities in connection with SPAC IPOs as well as the subsequent business combinations (De-SPAC Transactions) between SPACs and private operating companies.
Continue Reading Reverberations Felt from SEC’s SPAC Proposal Even Before Rules Are Adopted
I recently offered insight for a Wall Street Journal article on the recent request from the Securities and Exchange Commission (SEC) that companies disclose the financial impact of the Russian-Ukraine conflict. Following the sanctions issued against Russia following its invasion of Ukraine, many companies grappled with the direct and indirect impacts. The SEC staff recently sent targeted letters to specific companies asking for more disclosure about the reasonably likely impacts from the Russia/Ukraine conflict, including financial impacts.
Continue Reading SEC Comment Letters to Companies Related to the Financial Impact of Russia-Ukraine Conflict
I recently authored an article highlighting the latest updates in human capital disclosure requirements for public companies since the Securities Exchange Commission (SEC) imposed new requirements in late 2020.
While public companies were historically only required to disclose their gross headcount as it relates to human capital, the 2020 changes added a broader requirement that companies include in their filings a description of their human capital resources, which includes any human capital measures or objectives that the company’s management team focuses on when running the business.
Continue Reading Updates to Human Capital Disclosure Requirements
After months of anticipation, on March 21, the U.S. Securities and Exchange Commission (SEC) voted 3:1 to propose climate change-related disclosure rules that would implement prescriptive climate-related disclosure requirements (which would be applicable for most public companies) in a wide array of climate-related areas, including with respect to governance, outlook, risk management, GHG emissions, climate-related targets and goals and financial statement disclosures. These proposed rules, which are intended to provide investors with consistent, comparable, and reliable climate-related information, would represent a major shift in the public company disclosure landscape and will require significant advance effort by public companies to facilitate compliance.
Join Bass, Berry & Sims and leading environmental, social and governance (ESG) thought leaders for the next installment in our ESG Impact Webinar series on Tuesday, May 24, 2022. Our panelists will share their experience and perspectives on what in-house counsel should consider as it relates to these proposed climate change disclosure rules. Discussion topics will include: