Topic: Corporate Governance

Now Available: SEC Desktop Calendar for 2023

July 20, 2022 | Posted by Hillary H. Holmes; Peter Wardle; Justine Robinson; Lori Zyskowski Topic(s): Audit Committee; Capital Markets; Corporate Governance; Disclosure; Financial Statements; IPOs; Proxy Statements and Annual Meetings; Registered Securities Offerings; Registration Statements; Securities Regulation; Underwriters and Agents

To continue assisting US companies with planning for SEC reporting and capital markets transactions into 2023, we offer our annual SEC Desktop Calendar. This calendar provides both the filing deadlines for key SEC reports and the dates on which financial statements in prospectuses and proxy statements must be updated before use (a/k/a financial staleness deadlines).

Updated Summary of Select Director Education Opportunities Available

June 29, 2022 | Posted by Hillary H. Holmes; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance

Gibson Dunn’s summary of director education opportunities has been updated as of July 2022 and is available at the link below. Boards of Directors of public companies find this a useful resource as they look for high quality education opportunities.

Long-Awaited SEC Rule Proposal on Climate Change Disclosure

March 22, 2022 | Posted by Aaron K. Briggs; Thomas J. Kim; Ronald O. Mueller Topic(s): Corporate Governance; Disclosure; Environmental/Climate Change; ESG; Securities Regulation

Overview

On March 21, 2022, the Securities and Exchange Commission approved a rule proposal for new climate change disclosure requirements for both U.S. public companies and foreign private issuers.

SEC Proposes Rules on Cybersecurity Disclosure

March 11, 2022 | Posted by Lori Zyskowski; Thomas J. Kim; Julia Lapitskaya Topic(s): Corporate Governance; Disclosure; Securities Regulation

On March 9, 2022, the Securities and Exchange Commission (“SEC” or “Commission”) held a virtual open meeting where it considered a rule proposal for new cybersecurity disclosure requirements for public companies, primarily consisting of: (i) current reporting of material cybersecurity incidents and (ii) periodic reporting of material updates to cybersecurity incidents, the company’s cybersecurity risk management, strategy, and governance practices, and the board of directors’ cybersecurity expertise, if any.

SEC Proposes Rule to Amend Beneficial Ownership Reporting

February 22, 2022 | Posted by Julia Lapitskaya; James J. Moloney; Andrew L. Fabens Topic(s): Corporate Governance; M&A; Securities Regulation

On February 10, 2022, the Securities and Exchange Commission (the “Commission”) announced a proposed rule to modernize the rules governing beneficial ownership reporting

Updated Summary of Select Director Education Opportunities Available

February 22, 2022 | Posted by Hillary H. Holmes; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance

Gibson Dunn’s summary of director education opportunities has been updated as of February 2022 and is available at the link below. Boards of Directors of public companies find this a useful resource as they look for high quality education opportunities.

Now Available: Considerations for Preparing Your 2021 Form 10-K

January 21, 2022 | Posted by Andrew L. Fabens; Brian J. Lane; Elizabeth A. Ising; Hillary H. Holmes; James J. Moloney; Michael A. Titera; Thomas J. Kim; Ronald O. Mueller Topic(s): Capital Markets; Corporate Governance; Disclosure; Environmental/Climate Change; ESG; Financial Statements; Human Capital Management; Proxy Statements and Annual Meetings; Securities Regulation

As we do each year, we offer our observations on new developments and recommended practices for calendar-year filers to consider in preparing their Form 10-K. This alert reviews the recent amendments to Regulation S-K adopted by the U.S. Securities and Exchange Commission (“SEC”) and discusses how public companies are reacting to these new requirements.

SEC Proposes Rules on Insider Trading, Rule 10b5-1 and Share Repurchases

December 23, 2021 | Posted by Ronald O. Mueller; Andrew L. Fabens; James J. Moloney; Lori Zyskowski; Thomas J. Kim; Brian J. Lane; Elizabeth A. Ising Topic(s): Capital Markets; Corporate Governance; Disclosure; Proxy Statements and Annual Meetings; Securities Regulation

On December 15, 2021, the Securities and Exchange Commission (“SEC” or “Commission”) held a virtual open meeting where it considered four rule proposals, including two that are particularly pertinent to all public companies: (i) amendments regarding Rule 10b5-1 insider trading plans and related disclosures and (ii) new share repurchase disclosures rules.

ISS Proposes and Opens Comment on Draft 2022 Voting Policy Updates

November 9, 2021 | Posted by Ronald O. Mueller; Elizabeth A. Ising; Lori Zyskowski Topic(s): Corporate Governance; ESG; Proxy Statements and Annual Meetings

Yesterday, the proxy advisory firm Institutional Shareholder Services (“ISS”) proposed and published for comment voting policy changes for the 2022 proxy season. There are five proposed updates that would apply to U.S. companies, including two related to “Say on Climate” proposals and a third related to climate issues.

What Can We Expect from the SEC with COP26 Around the Corner?

August 23, 2021 | Posted by Hillary H. Holmes; Elizabeth A. Ising; Lori Zyskowski Topic(s): Audit Committee; Corporate Governance; ESG; Securities Regulation

Climate change matters and related calls for regulation are in headlines daily. On August 9, 2021, the UN’s Intergovernmental Panel on Climate Change (IPCC) published the first major international assessment of climate-change research since 2013. The IPCC report will inform negotiations at the 2021 UN Climate Change Conference, also known as COP26, beginning on October 31, 2021 in Glasgow.