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Topic: Corporate Governance

Updated Summary of Director Education Opportunities Available

January 5, 2023 | Posted by Hillary H. Holmes; Lori Zyskowski; Ronald O. Mueller; Justine Robinson Topic(s): Audit Committee; Corporate Governance; ESG; IPOs

Gibson Dunn’s summary of director education opportunities has been updated as of January 2023. A copy is available at this link. Boards of Directors of public companies find this a useful resource as they look for high quality education opportunities.

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Updated Summary of Select Director Education Opportunities Available

October 19, 2022 | Posted by Lori Zyskowski; Elizabeth A. Ising; Hillary H. Holmes Topic(s): Audit Committee; Corporate Governance

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

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Division of Corporation Finance Issues Interpretive Guidance on the SEC’s Universal Proxy Rules

August 29, 2022 | Posted by James J. Moloney; Ronald O. Mueller; Michael A. Titera Topic(s): Corporate Governance; Proxy Access; Proxy Statements and Annual Meetings; Securities Regulation; Shareholder Proposals

On August 31, 2022, the universal proxy rules adopted late last year by the Securities and Exchange Commission (the “SEC") will become effective.  As discussed in our previous client alert, the rules 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.  

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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).

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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.

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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.

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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.

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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

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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.

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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.

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Editors

Lauren M. Assaf-Holmes

J. Alan Bannister

Aaron K. Briggs

Michael Collins

Mellissa Campbell Duru

Andrew L. Fabens

Sean C. Feller

Tull Florey

Gina Hancock

Krista P. Hanvey

Hillary H. Holmes

Elizabeth A. Ising

Atma Kabad

Thomas J. Kim

David Korvin

Stella Kwak

Brian J. Lane

Ari Lanin

Julia Lapitskaya

Robert B. Little

Cynthia M. Mabry

Stewart McDowell

Gregory Merz

Hank Michael

Ronald O. Mueller

Michael K. Murphy

Ekaterina (Kate) Napalkova

Michael Scanlon

Eric Scarazzo

Gerry Spedale

Michael A. Titera

Harrison Tucker

Peter Wardle

David C. Ware

Robyn Zolman

Lori Zyskowski

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  • Romeo & Dye’s Section 16.net
  • Harvard Law School Forum on Corporate Governance and Securities Regulation
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  • Columbia Law Blue Sky Blog
  • ESG Resources for Public Companies

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