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Quarterly Review of Corporate Governance and Public Company Disclosure Developments

Howard Dicker — Tue, 16 Apr 2024 14:14:27 +0000

In this quarterly newsletter, we highlight key developments related to the following recent U.S. Securities and Exchange Commission (the “SEC”) rulemakings: View the entire Governance & Securities Alert.

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SEC Finalizes Tougher Rules for SPACs

Adé Heyliger — Fri, 16 Feb 2024 21:37:50 +0000

The new rules also update and expand guidance on the use of projections in all SEC filings On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules to overhaul regulations covering special purpose acquisition companies (“SPACs”). With a few notable exceptions, the final rules are in line with the rules proposed […]

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Looking Ahead to the 2024 Proxy Season: ISS Annual Policy Survey – Continued Focus on Climate Change and Governance

Lyuba Goltser — Thu, 14 Sep 2023 12:58:04 +0000

Institutional Shareholder Services (ISS) has launched its Annual Benchmark Policy Survey (available here) to help inform potential changes to its voting policies for the 2024 proxy season. This year, ISS largely focuses on global environmental and social topics, particularly climate change, as well as compensation, governance and stewardship topics such as U.S. non-GAAP incentive metrics, […]

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Officer Exculpation Charter Amendments: A 2023 Proxy Season Review

Lyuba Goltser — Wed, 05 Jul 2023 21:14:03 +0000

Effective in August 2022, Section 102(b)(7) of the Delaware General Corporation Law was amended to permit Delaware corporations to exculpate “covered officers,” providing such officers with certain protections traditionally available only to directors. Since then, over 200 publicly traded Delaware corporations have amended their certificate of incorporation (or charter) to adopt an officer exculpation provision. In this Alert, we evaluate the results of the 2023 proxy season, during which 279 public companies included a proposal in their annual meeting proxy statement requesting stockholder approval of a charter amendment to adopt an officer exculpation provision. We also take stock of factors that influenced the voting outcomes, including ISS and Glass Lewis recommendations, as well as considerations for companies that have not yet adopted officer exculpation as they look ahead to the 2024 proxy season

SEC Staff Updates Guidance on Non-GAAP Financial Measures

Howard Dicker — Fri, 23 Dec 2022 20:09:25 +0000

Recently the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities and Exchange Commission issued new and revised Compliance & Disclosure Interpretations (“C&DIs”) on the use of non-GAAP financial measures (available here). Companies should pay close attention to this latest update from the staff. Non-GAAP financial measures are at the top of the list […]

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SEC Targets “Greenwashing” by Investment Funds: More Proposals on the SEC ESG Agenda

Lyuba Goltser — Tue, 21 Jun 2022 20:38:41 +0000

The SEC recently released two proposals aimed at combating “greenwashing” – misleading claims by investment funds and their investment advisers regarding their ESG credentials. The proposed rules are the latest actions in a series of concerted efforts by the SEC that specifically target ESG-related disclosure and reporting, and that, if adopted, would increase the disclosure […]

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