Corporate Governance

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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…

(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…

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…

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…

Webinar December 7, 2023
1:00 – 2:00 p.m. ET
Register here.

It’s 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.

During this session, join Mayer Brown partner Jennifer Carlson…

On October 20, 2023, the US federal banking regulators announced that they were extending the period for public comment to January 16, 2024 for both the (i) Basel Endgame proposal to significantly revise the risk-based regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”) and (ii) proposal to change the…

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…

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…