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

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.
Continue Reading SEC Comment Period Reopening

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

As you are likely aware, 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 filed with the SEC.
Continue Reading Cleary Submits Comments on SEC Climate 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

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

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 published in March 2022 a dauntingly complex proposal to require public companies to provide climate-related disclosures.[1]  The period for public comment on the proposal is very short, and it seems clear that a majority of the Commission is determined to proceed quickly.
Continue Reading The SEC’s Climate Proposal – Top Points for Comment

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:

  1. A new section in annual reports and registration statements