December 2022

In our Client Alert, we discuss the final rules adopted by the U.S. Securities and Exchange Commission (SEC) on December 14, 2022, which amend Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) to impose additional conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1). In addition, the final rules require new disclosures by issuers relating to Rule 10b5-1 trading plans, insider trading policies, and the timing of certain option grants to officers, as well as new disclosures by Section 16 reporting persons on Forms 4 and 5, including disclosure of bona fide gifts on Form 4 within two business days.Continue Reading SEC Adopts Final Amendments to Rule 10b5-1 and Related Disclosure Requirements

In our recent Client Alert, we discuss the updates made to the Non-GAAP Financial Measures Compliance and Disclosure Interpretations issued by the staff (Staff) of the Division of Corporation Finance of the U.S. Securities and Exchange on December 13, 2022. The updates, including additional commentary and examples in existing…

Continue Reading SEC Provides Important Updates to Non-GAAP Disclosure Guidance

As preparations for annual reports on Form 10-K get underway for calendar fiscal year-end companies, we wanted to provide some helpful reminders that companies should consider as they commence work on their annual reports, as well as considerations for potential updates to D&O questionnaires and company charters and bylaws. Our annual Client Alert covers the following topics:Continue Reading Reminders for the Annual Report on Form 10-K

As we look forward to the 2023 proxy season, Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis), two prominent proxy advisory firms, each recently published their latest voting guidelines for the upcoming proxy season. In our Client Alert, we provided a detailed look at updates to those policies. A summary of the coverage of the key updates in ISS’s and Glass Lewis’s voting policies is provided below.Continue Reading ISS and Glass Lewis Publish Updated Proxy Voting Guidelines