Corporate Governance

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Published by The Business Lawyer, the quarterly journal of the American Bar Association, the 2021 Annual Review of Federal Securities Regulation (the “Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section.  The Review covers significant developments in federal securities law, regulation,…

Today, Securities and Exchange Commission Chair Gary Gensler spoke at the “Climate and Global Financial Markets” webinar, hosted by the Principles for Responsible Investment (PRI), the UN-supported network of investors—focusing his remarks on: “So, what does the SEC have to do with climate?”  Giving a timely analogy related to the Olympics, the Chair explained that…

August 4, 2021 Webinar 
1:00pm EDT – 2:00pm EDT
Register here.

Practices for public companies relating to earnings calls, earnings guidance and investor updates vary. Especially in uncertain and volatile markets, preparing for these important communications requires careful consideration of a number of factors, including the recent statements and guidance from the Securities and…

At a recent conference, Securities and Exchange Commission Chair Gary Gensler gave wide-ranging remarks addressing market structure issues, LIBOR and other rates, and the Commission’s regulatory agenda.

Addressing regulatory initiatives relating to public company disclosures, Chair Gensler noted he has asked the Staff to put together recommendations on mandatory company disclosures on climate risk and…

During the National Investor Relations Institute’s (NIRI) 2021 Virtual Conference, SEC Commissioner Elad Roisman spoke about the hot topic of ESG-related disclosure requirements.

The Commissioner noted that public companies are overwhelmed with the amount and the specificity of ESG data investors ask them to provide.  Commissioner Roisman appreciated the call for standardized disclosures related to…

On June 21, 2021, US financial regulators met with US President Joe Biden to discuss the US economy and update him on their efforts to address climate-related risks.  According to the White House readout of the meeting, the regulators said “they were making steady progress” on implementing President Biden’s executive order on climate-related risk. The…

June 21, 2021 Webinar
1:00pm – 2:00pm EDT
Register here.

Under Securities and Exchange Commission Chair Jay Clayton’s leadership, the SEC focused on a number of areas that were collectively termed “good corporate hygiene.” These subsumed policies related to trading in a company’s stock, especially the use of Rule 10b5-1 trading plans and the…

During its meeting on June 10, the Securities and Exchange Commission’s Investor Advisory Committee held a panel discussion regarding 10b5-1 plans, welcoming three market participants and academics.  As we previously blogged, SEC Chair Gary Gensler asked for recommendations for the Commission’s consideration on how to “freshen up Rule 10b5-1.”

Dr. Dan Taylor, Associate…

May 18, 2021 Webinar
1:00pm – 2:00pm EDT
Register here.

Given the increased interest in going public through a combination with a SPAC, many private companies may not have had an opportunity to complete a public company readiness assessment. Often, in light of the accelerated timelines associated with SPAC opportunities, public company preparations may…

Privately held companies preparing for an initial public offering often undertake a public company readiness assessment and seek to identify the gaps that must be addressed prior to their becoming subject to the corporate governance and other rules applicable to public companies. Often, this assessment is conducted over a period of months and the IPO…