The Securities and Exchange Commission (SEC) and Department of Justice (DOJ) ramped up their enforcement efforts in 2022, often in highly coordinated actions, including with other regulatory agencies such as the Commodity Futures Trading Commission (CFTC), Department of the Treasury’s Office of Foreign Assets Control (OFAC) and Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN).
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Boards of Directors
SEC Parties Like Its 2010: Adopts Long-Awaited Executive Compensation Regulations Under Dodd-Frank
Two significant rules adopted this year in the area of executive compensation are the so-called “pay vs. performance” rules (PVP Rules) and rules on mandatory clawback of incentive compensation (the Clawback Rules). This memo focuses on insights and considerations that have arisen since the passage of the rules and highlights some practical takeaways for boards and management teams as we collectively work through compliance with rules that, in many cases, have created significant unanswered questions.
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Prepared for Climate? A Director’s Readiness Guide
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2023”.
In March 2022, the U.S. Securities and Exchange Commission (SEC) issued for public comment a rule proposal regarding certain climate-related disclosures that reporting companies would need to include in their registration statements…
Turning a Corner on Corporate Governance: The SEC’s Disclosure Agenda
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2023”.
In 2022, public companies witnessed a new kind of corporate governance activism.
New rules and regulations from the Securities and Exchange Commission (the SEC) use the lever of mandated disclosure to push…
Practical Steps for Increased Board Effectiveness
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2023”.
Over the past year, public companies have faced an onslaught of external pressures, including an uncertain economy, an ongoing pandemic with changing rules and best practices and increasing demands from various stakeholders.…
Public Companies and Politics: How to Co-Exist
A number of U.S. public companies have recently found themselves in a surprising place: trapped in visible and charged debates with politicians over internal corporate and investment policies.
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M&A in 2023: A Year of Cautious Optimism?
Consensus opinion coming into 2022 was that high M&A volume would continue, albeit not quite at the record-setting pace of 2021. The market had other plans. Volume decreased much more sharply from the 2021 high than was commonly expected.
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Outlook for Activism in 2023
Shareholder activism continued to rise in 2022, and is poised to bubble over in 2023. As we turn the page on 2022, the overall macroeconomic and geopolitical picture portends continued market volatility and recessionary-like conditions, and activists of all stripes will look to capitalize on valuation re-sets and broader disruption to push their agendas at companies at home and abroad.
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Selected Issues for Boards of Directors in 2023
We have once again asked our colleagues from around our firm to boil down the issues in their fields that boards of directors and senior management of public companies will be facing in the coming year. In the following pages, we present the results for 2023 – focused updates on 18 topics that will surely feature at the top of board agendas throughout the year.…
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Cleary Provides Comments on Underwriter Provisions of SEC SPAC Proposal
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…