As reported today on the firm’s Insurance Recovery Blog, the Delaware Chancery Court recently held that the duty of oversight extended to corporate officers.
Continue Reading Increased Risks, D&O Insurance Considerations, Following Delaware’s Extended Oversight Duties
Absorbing and Reacting to the SEC’s New Clawback Rules
The Securities and Exchange Commission (the “SEC”) on October 26, 2022, adopted new executive compensation “clawback” rules, thus fulfilling its 2010 mandate under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The purpose of this alert is to briefly summarize the rules and some related considerations and highlight next steps that issuers should be considering as they plan to comply with the new rules.
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The SEC Proposes a Mandatory Climate Disclosure Regime for Public Companies
Last week, the Securities and Exchange Commission revealed its much-anticipated proposal to require that public companies disclose climate-related information. The proposed rule is significant because, for the first time, the SEC would mandate that companies (including foreign companies) publicly traded in the US disclose climate-related risk and greenhouse gas emissions information beyond the information currently required by existing SEC rules applicable to registration statements and annual reports.
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SEC Continues to Advance ESG Agenda
A series of recent regulatory actions at the Securities and Exchange Commission reaffirms the agency’s commitment to ESG issues under new Chair Gary Gensler. These actions, which affect shareholder proposals, contested director elections, and proxy advisory firms, will each impact publicly-traded retailers.
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SEC Issues Sample Climate Change Comment Letter
On September 22, 2021, the Division of Corporation Finance of the Securities and Exchange Commission issued a sample comment letter to highlight its increased focus on climate change-related disclosures or the absence of such disclosures in issuer filings under the Securities Act and the Exchange Act.
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SEC Approves New Nasdaq Rules Aimed at Advancing Board Diversity
On August 6, 2021, the Securities and Exchange Commission approved new Nasdaq rules aimed at advancing diversity among board members of Nasdaq-listed companies and increasing disclosure of diversity statistics.
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Environmental, Social and Corporate Governance: What are the Risks, Really?
Environmental, social and corporate governance – like climate change and environmental justice – has been a hot topic of discussion in the early days of the Biden administration. Illustrating the interconnectedness of the trending issues, climate change and environmental justice are pillars of ESG.
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SEC Human Capital Reporting Rules Take Effect
As we previously reported, new SEC rules requiring reporting on human capital resources will take effect November 9, 2020.
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SEC Disclosure Issues for Publicly-Traded Retailers
The ongoing effects of the Covid-19 pandemic and other recent socio-political events will present a number of disclosure questions for publicly-traded retailers completing their second fiscal quarters.
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Will Virtual Shareholder Meetings Become the New Normal?
One novel feature of the 2020 proxy season has been the surge in virtual shareholder meetings.
Continue Reading Will Virtual Shareholder Meetings Become the New Normal?