Securities Alert – SEC Stalls Rule 14a-8 No-Action Responses
The SEC recently announced that through September 30, 2026, it will generally not respond to company Rule 14a-8 no-action requests seeking to exclude shareholder proposals.
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Securities Alert – ExxonMobil Breaks New Ground with Retail Voting Program Authorized by SEC
ExxonMobil has announced a new shareholder voting initiative aimed at increasing participation by retail investors in annual meetings.
Read More >Securities Alert — The Impact of Tariffs and Market Volatility on Risk Factors, MD&A, and Earnings Calls
The recent flurry of activity regarding tariffs and the resultant market volatility should have public companies reviewing and analyzing their risk factors and MD&A sections in the preparation of their upcoming 10-Q filings for the first quarter.
Read More >Business Alert – Upcoming Filing Requirements Under the Corporate Transparency Act That May Be Applicable to Public Companies
The CTA and its implementing regulations have created a number of new risks and responsibilities. We understand the difficulty in sorting through these new requirements, let alone complying with them. This Alert provides guidance for public companies.
Read More >Securities Alert – New Disclosure in Upcoming SEC Filings
The SEC has adopted a number of substantive new rules that will require new disclosures as soon as December 18, 2023 for material cybersecurity incidents on Form 8-K.
Read More >Securities Alert – The SEC Adopts Amendments to Beneficial Ownership Reporting
On October 10, 2023, the SEC adopted final rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. These sections, along with Regulations 13D and 13G, require an investor who beneficially owns more than 5% of a covered class of equity securities to publicly file either a Schedule 13D (investors with control intent) or a Schedule 13G (investors without a control intent).
Read More >Securities Alert – SEC Approves Public Company Cybersecurity Disclosure Requirements
The rule, proposed in March 2022, includes requirements about current disclosure of material cybersecurity incidents, and periodic disclosures about a registrant’s processes to assess, identify, and manage material cybersecurity risks.
Read More >Securities Alert – The SEC Adopts New Buyback Disclosure Rules
Given the expected increase in scrutiny of issuer buybacks, we recommend that companies consider taking some or all of the actions noted in this Alert before the fourth quarter of this year.
Read More >Securities Alert – The SEC’s New Clawback Rules for Erroneously Awarded Compensation
What should companies be doing now?
Read More >Securities Alert – SEC Adopts New Disclosure Requirements for “Pay Versus Performance”
Set to go into effect on October 11, 2022, new Item 402(v) requires companies to make these disclosures in proxy statements and information statements for fiscal years ending on or after December 16, 2022, thus greatly impacting the 2023 proxy season.
Read More >Securities Alert – SEC Proposes Amendments to Share Repurchase Disclosure Rules and to Rule 10b5-1 Insider Trading Plans
Update regarding the SEC's proposed amendments.
Read More >Securities Alert – SEC Proposed Rule Amendments to Modernize Beneficial Ownership Reporting
This proposal represents the most significant alterations to the rules governing beneficial ownership reporting since their adoption.
Read More >Securities Alert – SEC Adopts Amendments to Update Electronic Filing Requirements
The SEC recently announced amendments to update electronic filing requirements through the EDGAR system for certain documents that previously were permitted to be filed or submitted in paper format.
Read More >Securities Alert – ESG Shareholder Proposals More Likely After Issuance of a New Staff Legal Bulletin
The Staff of the SEC’s Division of Corporation Finance (Staff) significantly changed guidance on shareholder proposals in its recently released Staff Legal Bulletin (SLB) 14L.
Read More >Securities Alert – NYSE Proposes Change to How Abstentions Are Counted
In late September 2021, the NYSE filed a proposal with the SEC to amend Section 312.07 of its Listed Company Manual to change how a company calculates the number of votes need to approve action subject to that section “in accordance with its own governing documents and any applicable law.”
Read More >Securities Alert – Recent Amendments That Are Now Applicable to Upcoming Annual Reports On Form 10-K
Now that the amendments adopted last year are applicable, calendar year reporting companies will need to update their disclosures in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of their upcoming annual reports on Form 10-K
Read More >Securities Alert – NYSE Approves Amendments to Related Party Transaction Requirements
NYSE amends its related party transaction rule for the second time in less than 5 months.
Read More >Securities Alert – NASDAQ Board Diversity Proposal Approved By the SEC
On August 6, 2021, the SEC approved Nasdaq’s board diversity proposal set forth in Rules 5605(f) and 5606 of the Nasdaq Listing Rules.
Read More >Securities Client Alert – NYSE Approves Amendments to Related Party Transaction Requirements
The SEC approved amendments to the NYSE’s Listed Company Manual, revising the requirements for related party transactions in Section 314.00.
Read More >Securities Alert – Rule Changes the SEC is Considering, Including Revisiting Recently Amended Rules
The SEC Chair has identified several areas of focus (10b5-1 plans, climate change, human capital management and cybersecurity risk governance among others), while also asking the SEC staff to revisit a number of recently amended rules (proxy voting advice, the integration framework for exempt offerings, the accredited investor definition and resource extraction rules).
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