Public Company Reporting and Corporate Governance

By: Alex May and William Erlain, Jenner & Block LLP

This article provides an overview of the notable market trends in corporate governance and public company reporting in 2019 and early 2020 and the outlook for the remainder of 2020.

IN 2019, THE SECURITIES AND EXCHANGE COMMISSION (the SEC) continued its activities to simplify and reduce the amount of disclosure public companies must provide and improve the usability of such disclosure by implementing changes to Regulation S-K. Corporate governance considerations related to increasing board diversity and environmental, social, and governance compliance and disclosure dominated discussions in and outside of board rooms. In addition, through the Delaware Supreme Court’s decision in Marchand v. Barnhill and related cases, Delaware courts have considered to what extent Delaware corporations’ boards of directors must monitor certain risks or face potential exposure for breaches of fiduciary duty.

Of course, 2020 has been, and will continue to be, dominated by issues related to COVID-19 disclosures and related governance issues arising from the pandemic. CLICK HERE TO READ THE FULL ARTICLE IF YOU ARE A PRACTICAL GUIDANCE SUBSCRIBER