Disclosure Requirements

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The Staff of the US Securities and Exchange Commission’s Division of Corporation Finance released a sample comment letter that provides guidance regarding the types of disclosures that reporting companies should consider in connection with the direct or indirect that Russia’s invasion of Ukraine and the international response it may have on their businesses. Among other…

This practice note includes 10 practice tips that may help you, as counsel to a public company or a repurchase agent, in implementing a stock repurchase program on behalf of your client. A stock repurchase program enables a company to buy back a certain number of its outstanding securities. In recent years, the repurchase activity…

These 10 practice points are intended to help you in assisting an issuer with a proposed debt tender offer for cash. Often, issuers of debt securities seek to manage their outstanding obligations through liability management transactions, including debt tender offers for cash. Indeed, given the current low interest rate environment, companies may consider borrowing new…

In its 2022 Examination Priorities, issued on March 30, 2022, the Division of Examinations (“Division”) of the US Securities and Exchange Commission (“SEC” or “Commission”) uses the term “greenwashing” for the first time, as it outlined ESG as an area of continued focus for the Division.

Specifically, the Division stated that it will continue…

On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies (“SPACs”) in connection with their initial public offerings (“IPOs”) and subsequent de-SPAC transactions. Comments on the Proposed Rules are due 30 days after…

During the 2022 NAREIT REITwise conference, Mayer Brown partner Christina Thomas was interviewed to provide context regarding the US Securities and Exchange Commission’s (“SEC”) proposed rule changes and what’s behind the impetus for more robust disclosures. Christina also talked about how the SEC has discussed updating human capital management disclosure rules, in addition to…

On March 30, 2022, the SEC announced proposed rules regarding SPACs and the use of projections. The proposed rules would require expanded disclosures regarding SPAC sponsors, conflicts of interest and dilution and require additional disclosures in de-SPAC transactions, including with respect to the fairness of the transaction to the SPAC’s investors. The target company in…

April 6, 2022 Webinar
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After much anticipation, on March 21, 2022, the US Securities and Exchange Commission (“SEC”) voted to propose rules that would require extensive reporting by public companies of climate change-related disclosure and related attestation, if adopted. In a departure from existing “principles-based” disclosure requirements rooted in materiality, the SEC…

On March 21, 2022, the US Securities and Exchange Commission (SEC) voted 3:1, with only Commissioner Hester Peirce dissenting, to propose long-awaited rules that, if adopted, would require extensive reporting by public companies of climate change-related disclosure and related attestation (the “Proposal”). Comments on the Proposal are due 30 days after publication in the Federal…

On March 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released proposed amendments (the “Proposed Amendments”) aimed at enhancing and standardizing disclosure relating to cybersecurity risks and incidents. Under the existing regulatory framework, neither Regulation S-K nor Regulation S-X expressly requires that cybersecurity risk management procedures, cybersecurity risks or incidents be disclosed. However,…