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.
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SEC Guidance
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).
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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
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.
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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.…
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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…
SEC Comment Period Reopening
Posted in SEC Guidance
On Friday, the SEC reopened the comment periods for several rulemaking releases due to a technological error that resulted in a number of public comments not being received by the SEC. The reopening affects several important rulemakings, including those on climate-related disclosure, share repurchases, cybersecurity and SPACs. While there has been no official update on timing from the SEC, the reopening makes it highly unlikely that it will issue final rules on these topics in October and casts doubt on its ability to do so by the end of the year.
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Final Pay vs. Performance Rules: Teaching Old Disclosure New Tricks
On August 25, 2022 the SEC adopted final rules (the so-called “pay vs. performance” rules) that will require U.S. public companies (including smaller reporting companies (“SRCs”) but excluding emerging growth companies, foreign private issuers, and registered investment companies) to disclose information reflecting the relationship between executive compensation “actually paid” and company financial performance for the five most recently completed fiscal years (three years for SRCs).
Continue Reading Final Pay vs. Performance Rules: Teaching Old Disclosure New Tricks