Following on the heels of his statement last month clarifying that companies should not file Form 8-K under Item 1.05 in connection with a cybersecurity incident that they have determined isn’t material or for which they have not yet made a materiality determination, Corp Fin Director Erik Gerding issued this statement last week clarifying that
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Tomorrow’s Webcast: “Proxy Season Deep Dive – 20 Things”
By Broc Romanek
Join us tomorrow, Tuesday, June 25th for a webcast – “Proxy Season Deep Dive – 20 Things” – to hear Perkins Coie’s Allison Handy, Kelly Reinholdtsen and Broc Romanek and Proxy Analytics’ Steve Pantina as they cover what happened during this wild proxy season, from shareholder engagement, climate and cyber disclosures, investor and proxy advisor…
Results from First Year of Effectiveness of Nasdaq’s Board Diversity Objective
As we await the decision of the en banc Fifth Circuit about whether the Nasdaq’s board diversity rule will survive, check out this recap of board diversity data in the first year that the board diversity objective of Nasdaq’s rule applied per this Bloomberg Law article.
The article surveyed 314 proxy statements from 2023…
Next Tuesday’s Webcast: “Proxy Season Deep Dive – 20 Things”
By Broc Romanek
Join us next Tuesday, June 25th for a webcast – “Proxy Season Deep Dive – 20 Things” – to hear Perkins Coie’s Allison Handy, Kelly Reinholdtsen and Broc Romanek and Proxy Analytics’ Steve Pantina as they cover what happened during this wild proxy season, from shareholder engagement, climate and cyber disclosures, investor and proxy advisor…
The SEC’s Climate Rules: Item 1502(c)’s Strategy, Financial Planning and Capital Allocation Considerations from Climate Risks
This is the latest in our series of blogs breaking down the SEC’s new climate risk disclosure rules.
We’re starting with Regulation S-K Item 1502, Strategy. For the full text, see pages 853 through 856 of the adopting release. This is the section of the new rules that requires discussion of climate-related risks, including…
7 Things to Do When You Change a Company’s Name (With the SEC & Otherwise)
By Ben Dale
Changing a company’s name is a big deal. From a legal standpoint, there’s so much more to do than you would think. It’s expensive – and time-consuming – to pull off.
Man, we don’t envy those of you who have been through the process of a public company changing its name. The legal workload is…
In-House Corner: How We’re (Semi) Embracing AI
By Broc Romanek
This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice. This particular batch of thoughts is about how in-house practitioners are embracing generative AI so far:
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Upcoming Webcast in Two Weeks: “Proxy Season Deep Dive – 20 Things”
By Broc Romanek
Join us in two weeks – on Tuesday, June 25th for a webcast – “Proxy Season Deep Dive – 20 Things” – to hear Perkins Coie’s Allison Handy, Kelly Reinholdtsen and Broc Romanek and Proxy Analytics’ Steve Pantina as they cover what happened during this wild proxy season, from shareholder engagement, climate and cyber disclosures,…
SEC Warns “Be Mindful About Your EPS XBRL Tagging”
Recently, the SEC’s Office of Structured Disclosure warned in this statement that some companies are incorrectly tagging basic and diluted earnings-per-share data in XBRL. Without fixing the tags, apparently the data is useless to end users. Making the fix is important.
The statement explains what is required to tag this information correctly. It’s a little…
The Latest on Cooperation With the SEC Enforcement Staff
It’s easy not to keep up with the latest pronouncements from the SEC Enforcement Staff about what is appropriate cooperation that earns you points when it comes to negotiating a settlement with the Staff. That’s because you have enough on your hands without bothering to learn about something that isn’t relevant to you.
But unfortunately,…