Governance & Securities Watch - Feed https://governance.weil.com/contributor/catherine-dixon/ What's New: Updates from Weil’s Governance, Securities & Reporting Group Fri, 10 Apr 2026 16:34:47 +0000 hourly 1 Disclosure Developments and 2022 Form 10-K Disclosure Locator https://governance.weil.com/insights/disclosure-developments-and-2022-form-10-k-disclosure-locator/ Tue, 24 Jan 2023 22:44:55 +0000 https://governance.weil.com/?p=1893 This alert is aimed to help companies finalize their disclosure in the Form 10-K for the calendar year fiscal year-end. Additionally, many of these disclosure developments will be useful in considering material change disclosure in upcoming Form 10-Qs. View this Governance & Securities Alert.

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]]> Heads Up for the 2023 Proxy Season: Key Disclosure and Engagement Topics https://governance.weil.com/proxy-season-updates/heads-up-for-the-2023-proxy-season-key-disclosure-and-engagement-topics/ Thu, 19 Jan 2023 21:35:28 +0000 https://governance.weil.com/?p=1887 In today’s stakeholder-centric landscape marked by global economic and political uncertainty, the pressures on public company boards and management to address the demands of a myriad of constituencies and the ever-evolving regulatory landscape are greater than ever. In this Alert, we highlight some of the key disclosure and engagement topics for the 2023 proxy season. […]

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]]> In today’s stakeholder-centric landscape marked by global economic and political uncertainty, the pressures on public company boards and management to address the demands of a myriad of constituencies and the ever-evolving regulatory landscape are greater than ever. In this Alert, we highlight some of the key disclosure and engagement topics for the 2023 proxy season. […]

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]]> SEC Partially Rescinds Its Rules Relating to the Provision of Proxy Voting Advice https://governance.weil.com/latest-thinking/sec-partially-rescinds-its-rules-relating-to-the-provision-of-proxy-voting-advice/ Mon, 15 Aug 2022 21:12:39 +0000 https://governance.weil.com/?p=1753 The U.S. Securities and Exchange Commission (SEC) has approved amendments to the federal proxy rules governing the provision to institutional investors and other clients of voting advice by proxy voting advisory firms or businesses such as Institutional Shareholder Services (ISS) and Glass Lewis, referred to by the SEC in the adopting release as “PVABs” (the […]

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]]> Warning from the SEC’s Chief Accountant: Analyzing Auditor Independence is Not a Check-the-Box Exercise https://governance.weil.com/latest-thinking/warning-from-the-secs-chief-accountant-analyzing-auditor-independence-is-not-a-check-the-box-exercise/ Thu, 30 Jun 2022 14:47:45 +0000 https://governance.weil.com/?p=1715 The SEC’s Acting Chief Accountant Paul Munter delivered a powerful message earlier this month in a speech (available here) reminding accounting firms, along with public companies and their audit committees, of the responsibility each has for auditor independence under Rule 2-01 of SEC Regulation S-X.1 Mr. Munter’s speech specifically addressed accounting firms that provide consulting […]

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]]> The SEC’s Acting Chief Accountant Paul Munter delivered a powerful message earlier this month in a speech (available here) reminding accounting firms, along with public companies and their audit committees, of the responsibility each has for auditor independence under Rule 2-01 of SEC Regulation S-X.1 Mr. Munter’s speech specifically addressed accounting firms that provide consulting […]

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]]> SEC Proposes Sweeping Climate-Change Related Disclosures https://governance.weil.com/latest-thinking/sec-proposes-sweeping-climate-change-related-disclosures/ Thu, 24 Mar 2022 13:34:11 +0000 https://governance.weil.com/?p=1662 On March 21, 2022, the SEC proposed via a 3-1 vote a sweeping series of rule amendments that would require U.S. public companies and foreign private issuers to make specific climate-related disclosures in their annual reports on Form 10-K or Form 20-F and registration statements. If adopted substantially as proposed, the new rules would require […]

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]]> Key Financial Reporting Tips For Form 10-K Drafters https://governance.weil.com/latest-thinking/key-financial-reporting-tips-for-form-10-k-drafters/ Tue, 18 Jan 2022 18:23:55 +0000 https://governance.weil.com/?p=1637 This Alert focuses on the 2021 Form 10-K for calendar-year end companies that must now comply with the SEC’s amended MD&A and related rules and calls attention to “hot topics” and likely areas of SEC comment in 2022, such as climate change and other ESG matters, along with the transition away from LIBOR. The Alert […]

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]]> SEC Taking a Closer Look at Rule 10b5-1 Trading Plans on the Rulemaking and Enforcement Fronts: What Companies and Their Insiders Need to Know Now https://governance.weil.com/securities-litigation-enforcement-investigations/sec-taking-a-closer-look-at-rule-10b5-1-trading-plans-on-the-rulemaking-and-enforcement-fronts/ Wed, 16 Jun 2021 10:45:00 +0000 https://governance.weil.com/?p=1537 In remarks delivered June 7, 2021 to the Wall Street Journal’s CFO Network Summit, SEC Chair Gary Gensler (available here) (“Gensler June 7 Remarks”) highlighted areas of concern raised by the use of Rule 10b5-1 trading plans by insiders and companies alike, and signaled the possibility that regulatory solutions to these concerns loom on the […]

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]]> SEC Renews Focus on Climate Change: Public Companies Should Be Prepared to Enhance Disclosure of Climate Change Risks & Uncertainties  https://governance.weil.com/latest-thinking/sec-renews-focus-on-climate-change/ Fri, 26 Feb 2021 14:55:45 +0000 http://governance.weil.com/?p=1493 Since issuing disclosure guidance in 2010 (“Commission Guidance Regarding Disclosure Related to Climate Change,”) the SEC has been expecting public companies to address climate change in their SEC filings, but the resulting disclosures have been disappointing to certain constituencies, including institutional investors, certain members of Congress,1 and the Democratic appointees to the Commission. In an […]

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]]> Audit Committee Update: 21 Financial Reporting Disclosure & Control Tips for 2021 https://governance.weil.com/latest-thinking/audit-committee-update-21-financial-reporting-disclosure-control-tips-for-2021/ Fri, 22 Jan 2021 21:44:39 +0000 http://governance.weil.com/?p=1469 As audit committees move into overdrive to review the 2020 annual reports on Form 10-K of calendar-year companies, in this Alert we offer “tips” drawn from recent Securities and Exchange Commission rule changes, guidance, enforcement cases and staff comment letters. We also provide helpful insights for audit committees into the Public Company Accounting Oversight Board’s […]

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]]> SEC Adopts Amendments to Rule 14a-8: More Stringent Requirements for Shareholder Proposals Will First Apply to 2022 Proxy Season https://governance.weil.com/proxy-season-updates/sec-adopts-amendments-to-rule-14a-8/ Tue, 06 Oct 2020 21:23:24 +0000 http://governance.weil.com/?p=1422 On September 23, 2020, the Securities and Exchange Commission voted, 3 to 2, to adopt amendments to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, which will impose more stringent requirements on the initial stock ownership eligibility threshold, as well as the resubmission thresholds. The amendments will not affect the upcoming 2021 […]

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