In January 2025, the Securities and Exchange Commission (SEC) approved rules proposed by the New York Stock Exchange and Nasdaq that permit the exchanges to accelerate the delisting process for companies that fail to maintain a $1 minimum share price. The SEC approvals follow a record 495 reverse splits enacted…
On February 11, 2025, Institutional Shareholder Services (ISS) announced, that, for shareholder meeting reports published on or after February 25, 2025, it will no longer consider the gender, racial, or ethnic diversity of a company’s board when making vote recommendations with respect to the election or re-election of directors at…
The SEC has announced that Commissioner Mark Uyeda has been designated as Acting Chairman of the Securities and Exchange Commission. He will serve in this role until Paul Atkins is confirmed by the Senate as the 34th Chair of the Commission. Mark Uyeda was originally sworn into office as an…
In an en banc decision filed on December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the 2021 approval by the SEC of rules adopted by Nasdaq to promote more diverse board membership at Nasdaq-listed companies. The decision overturned an earlier ruling by a three-judge panel of the Fifth Circuit that had upheld the…
As a reminder, public companies with fiscal years ended September 30, 2024 must now disclose whether the company has adopted insider trading policies and procedures that apply to transactions involving the company’s securities by its directors, officers and employees or the company itself in their upcoming annual reports on Form…
The SEC has been focused on cybersecurity over the course of this summer, as evidenced by recent guidance from the SEC Staff and ongoing enforcement matters. The top five most significant developments include: In May, Erik Gerding, Director of the SEC’s Division of Corporation Finance, released a statement addressing the…
On October 26, 2022, the U.S. Securities and Exchange Commission (the “SEC”) adopted regulations implementing Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd Frank”). The SEC originally proposed these rules…
Our Public Company Advisory Practice has been seeing an increase in situations where clients are having difficulty reaching a quorum for an annual or special meeting or in securing enough votes to pass a proposal. Some of this difficulty can be traced to the decision by a number of brokerage…
Our Public Company Advisory Practice prepared Sample S-K 408 Disclosures to assist our public company clients with their compliance with Item 408(a) of Regulation S-K disclosure requirements. Due to the variety of different factual scenarios in which Item 408(a) of Regulation S-K disclosure may be required, these samples are illustrative…
Given the increased level of enforcement of Section 8 of the Clayton Act, we recommend that public companies include questions addressing potential Clayton Act issues in their D&O Questionnaires. Set forth below are two questions that we recommend public companies add to their 2022-2023 D&O Questionnaires to address potential Clayton Act issues.