The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial condition, and governance (the “Final Rules”). The SEC says that “climate-related risks, their impacts, and a public company’s response to those risks can significantly affect
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SEC Rulemaking Trends to Watch in 2024
The year already began with a stir—a divided SEC adopted final rules addressing the treatment of special purpose acquisition companies (SPACs). The SEC took into account only a number of the issues raised by market participants during the comment period (see our Legal Update here). But there’s much more to come. Despite some recent…
NYSE Issues 2024 Listed Company Compliance Guidance Memo
The New York Stock Exchange (“NYSE”), through the NYSE Regulation staff, has issued its annual Listed Company Compliance Guidance Memo for 2024 (“Memo”), which informs NYSE-listed companies of new matters, including the following:
- Recovery of Erroneously Awarded Compensation. NYSE Listed Company Manual’s (“LCM”) Sections 303A.14 and 802.01F require listed companies to have in place
SEC Adopts Final Rules Relating to SPACs, Shell Companies and Projections
On January 24, 2024, the US Securities and Exchange Commission (the “SEC”) adopted new rules and amendments to existing rules and forms (the “Final Rules”) addressing (i) the treatment under the securities laws of special purpose acquisition companies (“SPACs”) in connection with their IPOs and their subsequent business combination transactions (“de-SPAC transactions”) with target operating…
Market Trends 2022/23: Disclosure on the Holding Foreign Companies Accountable Act
This practice note discusses the Holding Foreign Companies Accountable Act (the HFCAA), which affects the securities of certain foreign companies listed on U.S. markets and requires them to submit documentation and disclosures to the SEC and the PCAOB. The HFCAA aims to address the regulatory challenge posed by Chinese law that prevents the PCAOB from…
Market Trends 2022/23: Disclosure on Political Contributions
This practice note discusses market trends on how public companies disclose their political contributions, or “political spending,” as part of their environmental, social, and governance (ESG) issues. The note provides sample disclosures from recent periodic reports and analyzes the potential benefits and risks of political spending for public companies. The note also examines the increasing…
Market Trends 2023: Disclosures Related to Climate Change
This practice note discusses market trends in 2023 relating to climate change disclosures by public companies, which are linked to environmental, social, and governance (ESG) issues. It provides sample disclosures on how climate change affects or may affect their operations and gives recommendations for preparing and enhancing such disclosures. The note covers the SEC’s proposed…
Market Trends 2022/23: Cybersecurity-Related Disclosures
This practice note provides guidance on the disclosure of cybersecurity risks and incidents that public companies should include in their offering materials and periodic reports filed with the Securities and Exchange Commission (SEC). The practice note explains the SEC’s focus and rulemaking activities on cybersecurity issues, such as the 2018 interpretive guidance on disclosing material…
Market Trends 2022/23: Financial Disclosures for Merger & Acquisition Transactions
This practice note discusses the main amendments to the financial disclosure requirements for acquisitions and dispositions of businesses by U.S. reporting companies, which took effect in January 2021. The amendments aim to improve the quality and relevance of the information provided to investors, reduce the complexity and costs of preparing the disclosures, and promote capital…
IPO Prospectuses: Avoiding and Responding to Common SEC Components
This practice note examines some of the common issues and comments that the U.S. Securities and Exchange Commission (SEC) staff may raise in its review of registration statements filed for initial public offerings (IPOs). The note provides guidance on how to prepare the prospectus and respond to SEC staff comments, with a focus on topics…