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
Laura D. Richman
2024 SEC Filing Deadlines and Financial Statement Staleness Dates
This Legal Update summarizes the US Securities and Exchange Commission’s 2024 calendar year filing deadlines and financial statement staleness dates.
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…
SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures
(Updated)
On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two C&DIs to clarify the pay versus performance (“PVP”) disclosure requirements in Item 402(v) of Regulation S-K. The new C&DIs include clarifications on the reporting of…
SEC Issues Proxy-Related C&DI’s
On November 17, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued one revised and five new proxy-related compliance and disclosure interpretations (“C&DIs”). These C&DI’s are summarized below, with links to the full text provided.
10 Calendar Days
Revised Question 126.03 clarifies the “10 calendar day” period in Rule 14a-6 between filing…
SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G
On October 10, 2023, the U.S. Securities and Exchange Commission adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the rules governing beneficial ownership reporting and generally shorten the period for initial and amended filings, clarify requirements for derivative securities and criteria for determining…
SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures
On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance (“PVP”) disclosure requirements in Item 402(v) of Regulation S-K and revised one C&DI to update guidance on non-GAAP financial measures that are presented in…
SEC Plans for Government Shutdown
Federal law (the “Antideficiency Act”) restricts the conduct of business by agencies during a lapse of Congressional appropriations, looming this weekend, and federal regulations (OMB Circular A-11) require agencies to have plans for an orderly shutdown. The Securities and Exchange Commission (the “SEC”) published its general plan in July (updating the plan it adopted in…
2024 U.S. Proxy and Annual Report Season: It’s Starting Time!
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…
SEC Posts C&DIs on Foreign Private Issuer Form F-SR Buyback Reporting
On August 30, 2023, the staff of the U.S. Securities and Exchange Commission posted three compliance and disclosure interpretations (“C&DIs”) providing guidance on Form F-SR. Form F-SR is the new form for a foreign private issuer (“FPI”) that files SEC reports on Forms 20-F and 6-K to use for quarterly tabular disclosure of daily share…