January 24, 2024 Webinar
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How are companies navigating the complex and evolving landscape of corporate governance in the 21st century? What are boards doing to help companies meet the challenges and seize the opportunities on behalf of their shareholders and other constituents? How do answers vary with factors

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating this year from numerous governmental authorities and non-governmental organizations. This Mayer Brown white paper offers a thumbnail sketch of key features and differences of a dozen authorities, followed by considerations for boards concerning

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

In this MB Microtalk video, Mayer Brown’s Peter Pears discusses the European Union’s Corporate Sustainability Reporting Directive (the “CSRD”). The directive, which for many companies applies from as early as 1 January 2024, creates detailed sustainability reporting requirements, which may apply for both EU and non-EU companies.

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The SEC’s shareholder proposal rule was the subject of a speech by SEC Commissioner Mark Uyeda on June 21, 2023 at the national conference of the Society for Corporate Governance. The speech identifies troubling trends involving the rule and offers several policy solutions. The Commissioner dates the troubles to a 2021 SEC staff decision that

On June 9, 2023, the US Securities and Exchange Commission (“SEC”) approved the clawback listing standards proposed by the New York Stock Exchange (“NYSE”) and The Nasdaq Stock Market (“Nasdaq”), each as required by SEC Rule 10D-1 in accordance with the  Dodd-Frank Wall Street Reform and Consumer Protection Act.

Earlier in June 2023, both the

On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding insider trading arrangements and related disclosures. Specifically, C&DIs 120.26 and 120.27 identify the dates by which companies must first include the new disclosures

Amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 are effective today, February 27, 2023.

Unanimously adopted by the US Securities and Exchange Commission (SEC) December of last year, the Rule 10b5-1 amendments, among other things:  

  • add new conditions to the affirmative defenses to address concerns regarding the use of material nonpublic

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