Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and practice.
This Legal Update provides an overview of key issues companies should consider as they
On August 29, 2023, US federal banking regulators issued a proposal for long-term debt (“LTD”) requirements on certain midsize and larger US banking organizations (the “LTD Proposal”). The LTD Proposal is important because it would require many regional and larger banking organizations to issue significant amounts of LTD. In this Legal Update, we provide background
On June 9, 2023, the US Securities and Exchange Commission (“SEC”) approved the clawback listing standards proposed by the New York Stock Exchange (“NYSE”) and The Nasdaq Stock Market (“Nasdaq”), each as required by SEC Rule 10D-1 in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Earlier in June 2023, both the
On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”) to its existing rules (the “Existing Rules”) regarding disclosures about purchases of an issuer’s equity securities by or on behalf of the issuer or an affiliated purchaser, commonly referred to as “buybacks.” The Amendments require
Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S. securities laws is important, especially in times of heightened uncertainty. This alert focuses on the impact the current volatility may have on disclosures that public companies make
In this MB Microtalk video, Mayer Brown partner, David Schuette, discusses the recent amendments to Rule 10b5-1, which will become effective on February 27, 2023, and impose additional conditions on the availability of the affirmative defense, changes to section 16 filings and issuer disclosure obligations.
Visit our MB Microtalk page for more topics and
On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations for public companies. The amendments (i) add new conditions to the availability of the affirmative defense to insider trading liability contained in Rule
On October 26, 2022, the US Securities and Exchange Commission (SEC) adopted new Rule 10D-1, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy requiring the recovery, or “clawback,” of certain incentive-based executive compensation. Recovery under a
With the calendar turning to autumn, the proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual meeting of shareholders, this is the ideal time to begin preparations.
This Legal Update provides an overview
On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) mandate that requires SEC-reporting companies to disclose in a clear manner the relationship between executive compensation actually paid and the financial performance of