November 10, 2020
12:00pm – 1:00pm EST
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Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. As companies evaluate the ramifications of COVID-19 that need to be discussed in various contexts in annual filings with the US Securities and Exchange Commission, advance

Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter, advance planning will make the process go more smoothly. This is especially true for the 2021 season, as

In a recent speech, SEC Commissioner Roisman shared his own views regarding ESG disclosures.  The Commissioner touched on the difficulty associated with defining “ESG.”  Specifically, he noted that corporate governance perhaps should be considered separately from the “E” and “S”.  The Commissioner also noted that there is an element of subjectivity associated with the issues

On June 23, 2020, Jay Clayton, Chairman of the US Securities and Exchange Commission (SEC) discussed his perspectives on long-term investing, sustainability and the role of disclosures during a webinar hosted by FCLTGlobal, a non-profit organization that develops research and tools that encourage long-term investing and business decision-making.

While environmental, social and governance (ESG) matters

The Securities and Exchange Commission recently announced another meeting of its Investor Advisory Committee.  The virtual public meeting will be open to the public and webcast on May 21, 2020 starting at 10:00 am Eastern Time.  The Committee’s agenda includes a panel discussion regarding index funds, and a panel discussion regarding credit rating agencies.

The

In remarks last week, Securities and Exchange Commission Chair Clayton discussed the SEC’s proposed amendments to streamline and modernize the requirements for Management’s Discussion and Analysis (MD&A) disclosures.  The proposed amendments continue the SEC’s progress with its disclosure effectiveness initiative.

Chair Clayton also commented on other areas of disclosure and rulemaking focus, including, among others: 

In a recent speech, Commissioner Kara Stein addressed a number of disclosure related concerns, including cyber disclosures and ESG disclosures.  Just as many of us had been reading about a decline in the number of SEC Staff comments regarding the use of non-GAAP measures in SEC filings, Commissioner Stein’s remarks seemed to focus renewed attention

On October 1, 2018, a public petition was filed with the US Securities and Exchange Commission for a rulemaking on environmental, social and governance (ESG) disclosure. The Petition was authored by two law professors and signed by investors and associated organizations representing more than $5 trillion in assets under management.

This Legal Update outlines what