| Posted by Hillary H. Holmes; Lori Zyskowski; Elizabeth A. Ising; Ronald O. Mueller Topic(s): Audit Committee; Compensation Committee; Corporate Governance; ESG; IPOs
| Posted by Ronald O. Mueller; James J. Moloney; Elizabeth A. Ising; Lori Zyskowski Topic(s): Corporate Governance; Disclosure; ESG; Securities Regulation
On March 21, 2024, the Judicial Panel on Multidistrict Litigation randomly selected the U.S. Court of Appeals for the Eighth Circuit to hear all cases challenging the Securities and Exchange Commission’s final climate disclosure rule. Within the first ten days after the rule’s issuance, nine petitions were filed, in six different circuits, challenging the rule.
| Posted by Hillary H. Holmes; Lori Zyskowski; Elizabeth A. Ising; Ronald O. Mueller Topic(s): Audit Committee; Corporate Governance; IPOs; Shareholder Proposals
Gibson Dunn’s summary of director education opportunities has been updated as of January 2024. A copy is available at this link - Board-Education-Opportunities-January-2024.pdf
| Posted by James J. Moloney; Ronald O. Mueller; Michael A. Titera; Julia Lapitskaya Topic(s): Corporate Governance; Proxy Access; Proxy Statements and Annual Meetings; Securities Regulation; Shareholder Proposals
As discussed in our previous client alert, the universal proxy rules that went effective on August 31, 2022 require proxy cards distributed by both public companies and nominating shareholders in contested director elections to include both sides’ director nominees, such that shareholders casting their vote can “mix-and-match" nominees from each of the company’s and the dissident’s slate of director nominees.
| Posted by James J. Moloney; Brian J. Lane; Michael A. Titera Topic(s): Corporate Governance; Disclosure; Registered Securities Offerings; Securities Regulation
Late last month, shortly before adopting amendments to Regulation 13D/G, the Securities and Exchange Commission (“SEC") announced civil charges against several officers, directors, and major shareholders of public companies for failing to satisfy their timely reporting obligations. The SEC also charged the affiliated public companies for contributing to the reporting failures by insiders.
| Posted by Hillary H. Holmes; Lori Zyskowski; Elizabeth A. Ising; Ronald O. Mueller Topic(s): Audit Committee; Compensation Committee; Corporate Governance; ESG; IPOs
| Posted by Andrew L. Fabens; Elizabeth A. Ising; Cynthia M. Mabry Topic(s): Corporate Governance; Disclosure; Environmental/Climate Change; ESG
On October 7, 2023, California Governor Gavin Newsom signed into law Senate Bill 253, the Climate Corporate Data Accountability Act (“SB 253") and Senate Bill 261, Greenhouse Gases: Climate-Related Financial Risk (“SB 261"). The legislation imposes extensive new climate-related reporting requirements on any public or private U.S. business entity with annual revenues over $1 billion and $500 million (for SB 253 and SB 261, respectively) doing business in the state. A detailed discussion of each bill is available in our recent client alert.
| Posted by Ronald O. Mueller; Elizabeth A. Ising; Julia Lapitskaya; Lori Zyskowski Topic(s): Audit Committee; Corporate Governance; Disclosure; Securities Regulation
On July 26, 2023, the Securities and Exchange Commission (“SEC” or “Commission”), in a 3-to-2 vote, adopted a final rule requiring the disclosure of material cybersecurity incidents and cybersecurity risk management, strategy, and governance by public companies, including foreign private issuers. A two-page summary of the final rule is attached for your reference.
| Posted by Michael A. Titera; Ronald O. Mueller; Thomas J. Kim; Lori Zyskowski; Elizabeth A. Ising; James J. Moloney; Julia Lapitskaya; Aaron K. Briggs Topic(s): Corporate Governance; Disclosure; Securities Regulation
As many companies prepare their quarterly reports on Form 10-Q for the quarter ended June 30, 2023, we offer the following observations and reminders regarding new disclosure requirements taking effect for this reporting period, as well as risk factor considerations that may be relevant to upcoming Form 10-Q reporting. For convenience, this publication also includes a summary of certain upcoming compliance dates for public companies.
| Posted by Lori Zyskowski; Ronald O. Mueller Topic(s): Corporate Governance; Disclosure; Environmental/Climate Change; ESG; Human Capital Management
A data verification period for Institutional Shareholder Services’ (ISS) new Environmental & Social Disclosure Quality Score questions opened for companies on July 10, 2023 and will remain open until July 21, 2023. The data verification process reflects a comprehensive update to ISS’s Environmental & Social Disclosure QualityScore scoring methodology, which ISS previewed in April 2023 and elaborated on in a June 2023 announcement.