On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) adopted rules to enhance and standardize disclosure requirements related to cybersecurity incident reporting and cybersecurity risk management, strategy, and governance.Continue Reading New SEC Disclosure Rules for Cybersecurity Incidents and Governance and Key Takeaways
SEC Guidance
Nasdaq and NYSE Propose October 2, 2023 as Effective Date in Amendments to its Proposed Clawback Listing Standards
By Michael Albano, Julia Brownstein & Ariel Adler on
Posted in Executive Compensation, SEC Guidance
[Note: This post has been updated to reflect the SEC’s approval of the Nasdaq and NYSE amendments.]
On Friday, June 9, 2023, the U.S. Securities and Exchange Commission (“SEC”) approved, on an accelerated basis, each of the Nasdaq Stock Market’s (“Nasdaq”) and the New York Stock Exchange’s (“NYSE”) proposed listing standards, as modified by the Exchanges’ respective amendments from last week, implementing the requirement for issuers to adopt and disclose “no fault” clawback policies providing for the recovery of erroneously awarded compensation.[1]Continue Reading Nasdaq and NYSE Propose October 2, 2023 as Effective Date in Amendments to its Proposed Clawback Listing Standards
Voluntary Carbon Markets: An Overview of U.S. Regulatory Developments
By Deborah North & Laura Daugherty on
As the importance of the voluntary carbon markets to global decarbonization goals grows, so too does U.S. regulatory and legal interest in this area, and the importance to public companies and their boards. …
Continue Reading Voluntary Carbon Markets: An Overview of U.S. Regulatory Developments
Accelerated Pace and Increased Regulatory Expectations in Enforcement and Compliance Investigations
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).
Continue Reading Accelerated Pace and Increased Regulatory Expectations in Enforcement and Compliance Investigations
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.
Continue Reading SEC Parties Like Its 2010: Adopts Long-Awaited Executive Compensation Regulations Under Dodd-Frank
Prepared for Climate? A Director’s Readiness Guide
By Francesca L. Odell & Shuangjun Wang on
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
By Helena K. Grannis & Synne D. Chapman on
Posted in Boards of Directors, SEC Guidance
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…
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.
Continue Reading Outlook for Activism in 2023
Selected Issues for Boards of Directors in 2023
By Cleary Gottlieb on
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.Continue Reading Selected Issues for Boards of Directors in 2023
Executives Could Pay for Accounting R/restatements Under New SEC Clawback Rules
Posted in Executive Compensation, SEC Guidance
On October 26, 2022, the Securities and Exchange Commission adopted final rules implementing the Dodd-Frank requirement for issuers to recover incentive-based compensation erroneously paid to current and former executive officers due to an accounting restatement.
These rules were originally proposed in July of 2015, and subsequently reopened for comment in October 2021 and June 2022.3…