On March 27, the Securities and Exchange Commission said it would no longer defend regulations that it had originally adopted in March 2024, requiring some of the world's largest corporations to publicly disclose the effects climate change could have on their...
Market Trends 2024/25: Disclosure on the Holding Foreign Companies Accountable Act Foreign companies accessing U.S. capital markets are required to provide audited financial statements as part of their periodic disclosure obligations. However, if the U.S. Public...
Public companies are required to file Form 10-Q for the first three quarters of their fiscal year (the fourth is generally covered by Form 10-K). As part of this filing, companies report their quarterly financial statements, along with management discussion and...
Public companies are required to provide shareholders with a "glossy" annual report, which contains key corporate information and is distributed in advance of the annual meeting. The report must comply with Exchange Act Rule 14a-3(b), including audited...
When making a securities offering that is not exempted from state registration requirements or preempted by federal securities laws, issuers are required to follow the qualification rules of each state in which they make the offering. While there are broad similarities...
When making a Rule 506 securities offering, although state registration or qualification is not required, issuers must still follow state notice requirements. States generally require a Form D and a filing fee, although there is a small amount of variation from...
When activist shareholders submit proposals to be voted upon at the annual meeting, the company may only exclude them if it has a proper basis for doing so. There are both procedural and substantive bases that the company can rely on to exclude them, but compliant...
As spring approaches, the proxy materials drafting process kicks into high gear. As one of the most critical and investor-facing disclosure documents that public companies are required to file, counsel working on this year’s proxy statement will need to include...
On January 23, 2025, President Trump released an executive order titled "Strengthening American Leadership in Digital Financial Technology." This executive order set policy directives for cryptocurrency regulators, rescinded Executive Order 14067 (Mar...
Unless covered by an exemption, securities offerings and sales in the state of Texas must be qualified by the state. Apart from the standard exemption for covered securities, Texas exempts certain offerings based on the offering size, purchasers, and other criteria...
Unless covered by an exemption, securities offerings and sales in California must be qualified by the state. Apart from the standard exemption for covered securities, state- or federally-guaranteed securities, and interests in a national bank or California trust...
Public company officers, directors, and principal stockholders (collectively, statutory insiders) of companies with a class of equity security registered under Section 12 of the Exchange Act (15 U.S.C. § 78l) are required to report their beneficial ownership...
For public companies, a key part of the board of directors’ audit committee’s job is to review and approve a company’s annual or quarterly financial statements, as well as Form 10-K or Form 10-Q and accompanying earnings releases. This occurs...
When drafting the compensation discussion and analysis (CD&A) section of a proxy statement, annual report, or other disclosure document, keep in mind that the overall goal of the disclosure is to provide a meaningful discussion and analysis of the material...