In an opinion issued on October 31, 2023, a three-judge panel of the United States Court of Appeals for the Fifth Circuit found that the U.S. Securities and Exchange Commission (SEC) acted “arbitrarily and capriciously” in adopting the share repurchase disclosure rules[1] and, as a result, remanded (rather than vacated) the rules and directed “the SEC to correct the defects in the rule within 30 days” of the opinion (or, November 30, 2023).[2]
Continue Reading Share Repurchase Rules: Fifth Circuit Directs SEC to Correct DefectsWilson Sonsini
Webinar Series Alert | Navigating New SEC Rules: November 1, 15, 29
Posted on
Join Wilson Sonsini for its 2023 Public Company General Counsel Webinar Series. Throughout November, Wilson Sonsini will host three virtual sessions on new SEC governance and disclosure requirements, including clawback policies, cybersecurity governance and disclosure, and share repurchase disclosure. To attend any of the three sessions, please register here.…
Continue Reading Webinar Series Alert | Navigating New SEC Rules: November 1, 15, 29California Governor Gavin Newsom Signs ESG Disclosure Bills
Posted on
Posted in ESG
Our recent Client Alert discusses three bills, which California Governor Gavin Newsom recently signed, that will require companies and investors to provide new disclosure. The first bill, entitled the Climate Corporate Data Accountability Act, will require companies that do business in California with revenue over $1 billion to annually…
Continue Reading California Governor Gavin Newsom Signs ESG Disclosure BillsSEC Adopts Final Rules Amending Beneficial Ownership Reporting Requirements
Posted on
Posted in SEC Reporting
On October 10, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules amending beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). The final rules also update Schedules 13D and 13G to require investors to provide…
Continue Reading SEC Adopts Final Rules Amending Beneficial Ownership Reporting RequirementsGovernment Shutdown Averted, For Now; SEC Remains Open for Business
Posted on
Posted in Miscellaneous
On September 30, 2023, the U.S. Congress passed, and President Biden signed, a stopgap funding bill to avert a government shutdown, keeping the government open through November 17, 2023. While this is welcome news, there remains much work to be done to avoid a government shutdown after November 17, 2023.
Continue Reading Government Shutdown Averted, For Now; SEC Remains Open for BusinessCorp Fin Issues CDIs on Pay Versus Performance
Posted on
Posted in SEC Reporting
On September 27, 2023, the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Corp Fin) issued nine new Compliance and Disclosure Interpretations (CDIs) regarding pay versus performance disclosure requirements. In addition, Corp Fin updated existing CDI Question 118.08, which CDI discusses the use of non-GAAP financial measures in the proxy statement.
Continue Reading Corp Fin Issues CDIs on Pay Versus PerformanceCalifornia Legislature Passes Climate Bills
Posted on
Posted in ESG
Our recent Client Alert discusses two climate bills approved this week by the California legislature, Senate Bill 253, the Climate Corporate Data Accountability Act (SB 253), and Senate Bill 261, Greenhouse gases: climate-related financial risk (SB 261), which are headed to Governor Gavin Newsom to sign or veto by October…
Continue Reading California Legislature Passes Climate BillsCorp Fin Posts Sample Comment Letter Regarding XBRL Disclosures
Posted on
Posted in SEC Reporting
On September 7, 2023, the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Corp Fin) issued guidance on XBRL disclosures in the form of a Sample Letter to Companies Regarding Their XBRL Disclosures.
Continue Reading Corp Fin Posts Sample Comment Letter Regarding XBRL DisclosuresInside Today’s Boardrooms | 2023 Proxy Season and Regulatory Recap
Posted on
Posted in Corporate Governance
Partner Tamara Brightwell recently joined the Diligent Institute to discuss the 2023 proxy season and recent regulatory developments at the SEC. She discussed a broad range of topics, including takeaways from this past proxy season, the SEC’s new cybersecurity disclosure rules, and considerations for public company boards in light of…
Continue Reading Inside Today’s Boardrooms | 2023 Proxy Season and Regulatory RecapISS Launches Annual Benchmark Policy Survey
Posted on
Posted in Proxy
On August 29, 2023, Institutional Shareholder Services Inc. (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2024 and beyond.
Continue Reading ISS Launches Annual Benchmark Policy Survey