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 Bills

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 Requirements

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 Business

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 Performance

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 Bills

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 Disclosures

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 Recap

On August 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued five new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 trading arrangements. Three of the CDIs provide clarification on the recent amendments to Rule 10b5-1, and the other two CDIs relate to the new quarterly disclosure requirements for Rule 10b5-1 plans. The full text of the CDIs is set forth in the Appendix below.Continue Reading Corp Fin Issues New CDIs on Rule 10b5-1 Plans and Related Disclosures

On August 25, 2023, the U.S. Securities and Exchange Commission (SEC) announced an increase in the fees that public companies and other issuers will be required to pay to register their securities, from $110.20 per million dollars to $147.60 per million dollars. This new fee rate will be effective October…

Continue Reading SEC Announces Increase in Registration Fee Rates Effective October 1, 2023