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

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating this year from numerous governmental authorities and non-governmental organizations. This Mayer Brown white paper offers a thumbnail sketch of key features and differences of a dozen authorities, followed by considerations for boards concerning

On October 3, 2023, the Federal Deposit Insurance Corporation (“FDIC”) proposed standards for corporate governance and risk management for the institutions it regulates that have $10 billion or more in total assets. The proposed standards would establish extensive and rigid requirements for a wide range of state-chartered banks and reverse decades of reliance on state

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

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 July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued a release, adopting final rules (the “Final Rules”) aimed at standardizing and enhancing disclosure relating to cybersecurity incidents and risk management processes. The SEC had proposed rules (the “Proposed Rules”) on March 9, 2022. The Final Rules reflect the considerable comments received

Today, Mayer Brown’s Larry Cunningham provided testimony to the House Financial Services Committee on shareholder proposals and related issues.

Read an excerpt below:

For decades, the SEC’s shareholder proposal rule (“Rule 14a-8” under the Securities Exchange Act of 1934) has been used to channel shareholder proposals to align with state corporation laws that vest corporate

On June 22, 2023, the SEC’s Investor Advisory Committee hosted a panel discussion regarding audit committee workload and transparency.  The panel was led by James Andrus, with presentations of new research by Lauren Cunningham and Vanessa Teitelbaum and ensuing discussion with several audit committee chairs: Anthony Anderson, Sheila Hooda, Robert H. Herz and David Herzog. 

The SEC’s shareholder proposal rule was the subject of a speech by SEC Commissioner Mark Uyeda on June 21, 2023 at the national conference of the Society for Corporate Governance. The speech identifies troubling trends involving the rule and offers several policy solutions. The Commissioner dates the troubles to a 2021 SEC staff decision that

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