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
The PCAOB Closes Comment Period on Controversial Proposal to Expand Auditor Responsibility for Legal Compliance
The Public Company Accounting Oversight Board (PCAOB) recently closed the comment period for its proposal (the Proposal) to significantly increase the responsibility of audit firms to evaluate and disclose a subject public company’s noncompliance with laws and regulations (commonly referred to as NOCLAR).Continue Reading The PCAOB Closes Comment Period on Controversial Proposal to Expand Auditor Responsibility for Legal Compliance
SEC Comment Letters on Non-GAAP Measures
In a recent article for Agenda, I commented on the comment letters from the Securities and Exchange Commission (SEC) related to non-GAAP measures and what this focus could mean for audit committees. Continue Reading SEC Comment Letters on Non-GAAP Measures
Non-GAAP Comment Letters: SEC Areas of Focus
On December 13, 2022, the Securities and Exchange Commission (SEC) issued seven new or revised Compliance and Disclosure Interpretations (C&DIs) on topics regarding the use of non-GAAP financial measures in SEC filings. Typically, the release of C&DIs, whether new or revised, indicates that a certain subject will be an area of heightened focus in SEC comment letters and enforcement actions.Continue Reading Non-GAAP Comment Letters: SEC Areas of Focus
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
Virtual Broadcast: 4th Annual Corporate & Securities Counsel Public Company Forum
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
Tips for Registrants Transitioning from EGC Status
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 On-Demand | Effective Strategies in Preparing SEC’s Pay versus Performance Disclosure
Watch the recording of our latest webinar, Effective Strategies in Preparing SEC’s Pay versus Performance Disclosure. To gain access, please click here.Continue Reading Watch On-Demand | Effective Strategies in Preparing SEC’s Pay versus Performance Disclosure
Key Considerations for Developing New SEC Pay versus Performance Disclosure
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