In March 2022, the SEC proposed a package of rules and rule amendments governing special purpose acquisition companies (SPACs), SPAC initial public offerings (IPOs) and SPAC mergers with a target company (de-SPACs). Among those provisions was proposed new Rule 140a, which would provide that any underwriter in a SPAC IPO that “takes steps to facilitate
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The German M&A Market – Q2/2022
By Cleary Gottlieb on
Posted in Cross-Border M&A
Please click here for the latest edition of the Cleary Gottlieb M&A Telegram for Germany.
Cleary Provides Detailed Comments on SEC Climate Proposal
By Cleary Gottlieb on
Posted in Boards of Directors, SEC Guidance
The SEC published in March 2022 an ambitious proposal to require public companies to provide climate-related disclosures. If the proposal is adopted – which seems likely, at least in some form – it will place heavy new demands on public companies and require them to provide climate-related information in their registration statements and annual reports…
Proposed SEC Climate-related Disclosure Rules
By Cleary Gottlieb on
On April 21, 2022, Cleary Gottlieb partners Nicolas Grabar and Francesca Odell, and associate Shuangjun Wang participated in the Governance Watch Webcast, “Briefing on Proposed SEC Climate-Related Disclosure Rules,” organized by Cleary and The Conference Board ESG Center.
The discussion focused on the long-awaited SEC proposal on climate-related disclosure rules, how companies should get…
The SEC Climate Disclosure Proposal – Top Ten Issues for Comment
By Cleary Gottlieb on
The SEC’s proposal to require climate-related disclosures is almost surely headed for adoption. We think moderating it in key respects will make it more effective, and we have developed a Top Ten List of points for comment. The list focuses on areas where the SEC may have gone too far, getting ahead of what investors…
Beyond Just “Green”: The EU Taxonomy as a Traffic Light – From Red, to Amber, to Sustainable
By Cleary Gottlieb on
Posted in Boards of Directors, ESG
On March 29, 2022, the European “Platform on Sustainable Finance” expert group published its report on a future “Extended Environmental Taxonomy”.
In 2020, the “Taxonomy Regulation” established a general framework to determine if a given economic activity (and any related investments and financial products) may qualify as environmentally sustainable.
The report…
SEC’s Proposed Climate-Related Disclosure Rules: New Requirements Added to Regulation S-K
By Cleary Gottlieb on
On March 21, 2022, the U.S. Securities and Exchange Commission issued for public comment a rule proposal that, if adopted, would require reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. Specifically, the proposed rules would require:
- A new section in annual reports and registration statements
…
SEC’s Proposed Climate-Related Disclosure Rules: GHG Emissions Disclosure Requirements
By Cleary Gottlieb on
On March 21, 2022, the U.S. Securities and Exchange Commission issued for public comment a rule proposal that, if adopted, would require reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. Specifically, the proposed rules would require:
- A new section in annual reports and registration statements
…
SEC’s Proposed Climate-Related Disclosure Rules: The Climate Note to Audited Financial Statements
By Cleary Gottlieb on
On March 21, 2022, the U.S. Securities and Exchange Commission issued for public comment a rule proposal that, if adopted, would require reporting companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC. Specifically, the proposed rules would require:
- A new section in annual reports and registration statements
…
Cleary Provides Detailed Comments on SEC 10b5-1 Proposal
By Cleary Gottlieb on
Posted in Boards of Directors, SEC Guidance
The SEC has proposed important changes to the rules governing 10b5-1 trading plans. If the proposal is adopted – as seems likely – there will be major changes in how companies execute share repurchases and how employees, officers and directors sell shares.
The proposal is on a fast track, with comments due April 1. As…