Allison C. Handy Partner

In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2023.

The U.S. Securities and Exchange Commission on March 21, 2022, proposed detailed and wide-ranging requirements for publicly traded companies to disclose their greenhouse gas (GHG) emissions and climate risks in their registration statements and annual or other periodic reports.

During 2021, the U.S. Securities and Exchange Commission (SEC) adopted rule changes and provided public companies with useful guidance on various topics.

Our sixth edition of The Public Company Handbook:  A Corporate Governance and Disclosure Guide for Directors and Executives, provides a “plain English” guide for directors, officers, and other executives seeking to familiarize themselves with legal and other board and management issues facing public or soon-to-be-public companies.

In this issue of the Perkins Coie Summer Sustainability Series, we discuss the debate over the materiality of ESG disclosures to investors and suggest action items for companies considering increased disclosures on these topics.

Current events have sparked a significant change in private businesses' political behavior, as companies and their executives shift from nonpartisan observers to leaders taking on political and social causes. While companies may face pressure from some stakeholders to speak out on every issue of the day, that level of engagement may not be feasible or productive. In this update, we provide a road map for companies and their executives to follow when deciding whether and how to engage in political and social issues.

The accelerating trends of Special Purpose Acquisition Companies (SPACs)  going public and private companies being acquired by SPACs do not appear likely to abate anytime soon. In response, the SEC made several public statements in recent weeks highlighting their scrutiny of SPACs and the risks for all parties involved. This update analyzes the SEC’s recent public statements and identifies key issues for SPAC participants to consider.

Over the past few weeks, the U.S. Securities and Exchange Commission has taken several actions that put climate change front and center, reflecting the importance to many investors of climate change related disclosures. 

Among other things, 2020 will be remembered as a year that saw a boom in the use of Special Purpose Acquisition Companies (SPACs) as a robust alternative to an initial public offering (IPO). A SPAC is a company formed to raise capital in a public offering, with the offering proceeds serving as a blind pool of funds held in trust to finance the acquisition of one or several unidentified targets. 

The U.S. Securities and Exchange Commission recently adopted amendments to certain financial data and management’s discussion of financial information disclosure requirements in Regulation S-K.

In anticipation of the upcoming reporting season, we highlight rule changes, guidance, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2021.

After a positive year of financial fraud enforcement in fiscal year 2019, the U.S. Securities and Exchange Commission's Division of Enforcement posted quality cases in fiscal year 2020.

The U.S. Securities and Exchange Commission on September 23, 2020, adopted final amendments to Rule 14a-8, which governs the process for shareholder proposals submitted for inclusion in a company’s proxy statement.

The U.S. Securities and Exchange Commission on August 26, 2020, approved the first significant amendments to the rules governing the description of business, legal proceedings, and risk factor disclosures in SEC filings in over thirty years.

The U.S. Securities and Exchange Commission on July 22, 2020, adopted final amendments to its proxy solicitation rules to codify the SEC’s longstanding view that proxy voting advice generally constitutes a solicitation within the meaning of the federal proxy rules and is subject to anti-fraud rules.

Companies across industries—from retail to high tech to financial services—are touting their sustainability initiatives to attract and retain customers and employees.

For the past generation, mainstream public companies in America have slowly increased the gender and racial diversity of their boards of directors to better reflect the faces of the American consumer and the shareholder base. 

The U.S. Securities and Exchange Commission on May 21, 2020, adopted amendments to Regulation S-X (Reg S-X) for financial statements related to acquisitions and dispositions of businesses.

The immediate and possibly severe financial and business impacts of the coronavirus (COVID-19) outbreak have resulted in public companies closely reviewing their public disclosures and related securities compliance.

As the effects of the coronavirus (COVID-19) continue to develop, public companies are faced with a variety of concerns, including the impact “social distancing” recommendations and restrictions will have on annual shareholder meetings.

This year has seen a host of headlines trumpeting the results of efforts over the past several years to increase gender equality in the boardroom.

The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy season.

In September 2018, shortly before the beginning of the U.S. Securities and Exchange Commission's 2019 fiscal year, SEC Division of Enforcement Co-Director Stephanie Avakian discussed the standard by which the enforcement program should be judged.

The following update highlights recent corporate governance hot topics and trends for directors of public companies.

Recent high-profile media reports of corporate malfeasance provide ample examples of negative impacts that can be traced to poor tone at the top—senior leadership’s role in setting and enforcing the priorities and values of the company.

The Securities and Exchange Commission (SEC) recently adopted rule amendments to modernize and simplify certain disclosure requirements in Regulation S-K and related SEC rules and forms.

During 2018, the SEC issued rule updates and guidance that are intended to ease certain public reporting requirements and clarify the SEC’s position with respect to the shareholder proposal process. While the SEC is taking steps aimed at decreasing public company disclosure burdens, the investor community is sharpening its focus on public company actions and reporting on environmental, social and governance issues. In anticipation of the upcoming reporting season, we highlight rule changes, guidance and trends for public companies to consider in preparing annual report and proxy disclosures in 2019.

Known by many names, including business email compromise fraud, CEO or CFO fraud, impersonation attacks, or “Man-in-the-Email” scams, cyber-related frauds involving spoofed or otherwise compromised business electronic communications continue to be an increasingly pervasive threat to businesses of all sizes, including public companies.

Public companies use their investor relations websites to conveniently disseminate important corporate news and information, and many investors and other interested parties in turn rely on those websites as a primary source of such news and information. To continue reading the full article, click here.

The U.S. Securities and Exchange Commission (SEC) issued its first formal interpretative release on public company disclosure obligations relating to cybersecurity since the SEC Division of Corporation Finance’s guidance in 2011.

This update was republished in Bloomberg BNA's White Collar Crime Report on 03.16.2018, "New SEC Cybersecurity Guidance Reflects Clayton's 'Light Touch'," and Bloomberg's Big Law Business on 03.13.2018, "SEC on Cybersecurity: Jay Clayton’s “Light Touch."

In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018. 

In the wake of the onerous settlement imposed on Target Corporation arising from its data breach, the cyberattack against Equifax and its aftermath, the U.S. Securities and Exchange Commission’s (SEC’s) own questionable handling of its data breach, and ongoing data breach lawsuits against directors, public company directors are rightfully concerned about their cybersecurity oversight duty.

The Securities and Exchange Commission’s final rules requiring hyperlinking of exhibits to SEC filings will be effective for most public companies on September 1, 2017.

In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends that may impact public companies in 2017. 

The SEC, by a two-to-one vote on October 26, 2016, proposed amendments to its proxy rules to require universal proxy cards in contested director elections at annual meetings of listed U.S. public companies.

When a public company senior executive falls seriously ill or otherwise requires a leave of absence, the executive must juggle challenging personal issues while considering his or her responsibilities as an officer.

Continuing the SEC’s recent focus on companies’ use of non-GAAP financial measures, the staff of the SEC Division of Corporation Finance issued updated guidance on May 17, 2016 that addresses compliance issues under Regulation G and Item 10(e) of Regulation S-K.

In exercising a board’s duty of oversight, the magnitude and complexity of cybersecurity risk present special challenges.

On February 10, 2015, Keith Higgins, Director of the SEC Division of Corporation Finance, provided his informal views on the Division’s controversial decision to “express no views” on the application of Exchange Act Rule . . .

In a bench ruling in Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Aug. 27, 2014), the Delaware Chancery Court relied on the six-factor test set out in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), to dismiss a challenge to a private company freeze-out merger at the pleadings stage. 

When a controlling stockholder’s buyout of a company has been challenged by minority stockholders, Delaware courts have generally subjected the transaction to entire fairness review, the most rigorous standard of review in corporate law

This webinar covered the practical side of the U.S. Security and Exchange Commission’s (SEC) recent climate and cybersecurity disclosure rule proposals.

A proxy season post-mortem on all the latest ESG issues. The program covered the tools needed to nimbly move forward in a rapidly shifting environment.

An intensive workshop for executive officers and chief financial officers of pre-IPO companies that featured leaders from Deloitte, Nasdaq, Perkins Coie and Wells Fargo as they provided guidance on current market conditions, legal considerations and managing the IPO process.