Corporate Governance

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On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations for public companies. The proposal would (i) add new conditions to the availability of the affirmative defense to insider trading liability contained in…

November 15, 2021 Webinar
1:00pm – 2:00pm EDT
Register here. 

With the autumn leaves beginning to fall, it is once again time to prepare for proxy and annual report season. Companies will have to weigh various considerations this upcoming proxy season, including the objectives of new leadership at the US Securities and Exchange Commission…

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

Under former Securities and Exchange Commission Chair Jay Clayton’s leadership, the SEC focused on various areas collectively termed “good corporate hygiene.” In the first of Mayer Brown’s two-part Good Corporate Hygiene webinar series, we addressed policies related to trading in a company’s stock, especially…

Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the company’s investors. Advance planning, careful drafting and multi-faceted review greatly contribute to a successful proxy and annual report season,…

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…