Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the capital markets or limitations on money market or commercial paper facilities. Resulting liquidity constraints may entail difficult decisions, including prioritizing the
Staff Posts Compliance and Disclosure Interpretations on Pay Versus Performance
Various members of the staff of the Securities and Exchange Commission’s Division of Corporation Finance had indicated in public statements at recent industry conferences that guidance would be forthcoming on aspects of pay versus performance. The new Compliance and Disclosure Interpretations, which were posted on February 10, 2023, and which are reprinted below in
Clawback Rule Guidance
In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that fails to adopt and implement a clawback policy.
The Staff of the Division of Corporation Finance has issued Compliance and
C&DI Updates on Non-GAAP Financial Measures
On December 13, 2022, the staff of the Division of Corporation Finance (“staff”) of the Securities and Exchange Commission (“Commission”) has updated the following Compliance & Disclosure Interpretations (“C&DI”) on Non-GAAP Financial Measures:
- In old Question 100.01, the staff noted it would be misleading (and a violation of Rule 100(b) of Regulation G) to present
SEC Adopts Pay Versus Performance Disclosure Rule
On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) mandate that requires SEC-reporting companies to disclose in a clear manner the relationship between executive compensation actually paid and the financial performance of
MB Microtalk: SEC’s Proposed Rules on Cybersecurity Risks and Incident Disclosures
In this MB Microtalk video, Mayer Brown Partner, Christina Thomas, discusses the US Securities and Exchange Commission’s proposed rules on cybersecurity risks and incident disclosures, which, if adopted, will require companies to report information relating to cybersecurity incidents and cybersecurity risk management strategy.
Visit our MB Microtalk page for more topics and talks.
ESG and Human Capital Disclosures
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
Climate Change Disclosure: The SEC’s Proposed New Rules and Impact on Public Companies
April 6, 2022 Webinar
Register here.
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
SEC Proposes New Rules on Public Company Cybersecurity Disclosures
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,
Preparing Your 20-F Filing
February 24, 2022 Webinar
12:00pm – 1:00pm EST
Register here.
In recent years, the SEC has continued to execute on its disclosure effectiveness initiative, which has its objective eliminating redundant and outdated disclosure requirements, as well as modernizing the requirements applicable to SEC-reporting companies. As a result, the SEC has adopted a number of