Skip Repeated Content

BCLPSecCorpGov.com

Welcome to Bryan Cave Leighton Paisner’s US Securities and Corporate Governance blog, where we deliver regular insights for companies and their advisors on key developments relevant to US securities law.

BCLP maintains an active securities and capital markets practice, regularly counselling public and private companies as well as investment banks and underwriters across industries on capital raises, securities law compliance and corporate governance. We have decades of experience in providing both general guidance and specific disclosure advice to public companies, including numerous Fortune 500 and S&P 500 clients, as well as newer emerging growth companies.

Stay informed, subscribe to the Blog.

loader
167 Results
Reminder: Initial Board Diversity Matrix Now Required for Nasdaq Companies
August 11, 2022

All Nasdaq-listed companies must now disclose a board diversity matrix by the later of (1) August 8, 2022, or (2) the date the company files its proxy statement for the 2022 annual meeting of shareholders (or, if companies do not file proxy statements, in their annual report on Form 10-K or 20-F).  Companies may provide the disclosure in their proxy statement (or if companies do not file a proxy, on Form 10-K or 20-F), or on the company’s website. Nasdaq’s website provides examples of acceptable and unacceptable disclosures.

Read More
Arrow
A few lessons for internal and outside counsel from the WorldCom collapse -- 20 years later
July 25, 2022

It has now been 20 years since the historic collapse of WorldCom, Inc. (“WorldCom” or the “Company”).  A review of the WorldCom collapse yields some continuing lessons for corporate counsel.

Read More
Arrow
SEC proposes to amend key elements of certain Rule 14a-8 bases for exclusion of shareholder proposals
July 22, 2022

On July 13, 2022, by a 3-2 party-line vote, the SEC proposed amendments to Rule 14a-8 to modify three of the existing bases for the exclusion of shareholder proposals from a company’s proxy statement, namely:

Read More
Arrow
That was quick! SEC reverses key elements of 2020 amendments to rules for ISS, Glass Lewis and other proxy advisors
July 14, 2022

As discussed in our July 24, 2020 client alert, the SEC amended the proxy rules to establish a framework for proxy advisors such as ISS and Glass Lewis to remain exempt from proxy rule information and filing requirements.  Only ten months later, it directed the SEC Staff to re-examine those rules.  And less than two years after their adoption, on July 13, 2022, the SEC voted to rescind key elements of the new conditions for proxy advisors to qualify for the exemption:

Read More
Arrow
More on new SEC electronic filing requirements – Form 11-Ks and “glossy” annual reports
June 23, 2022

Earlier this month, the SEC announced the amendment of its electronic filing rules.  In addition to Form 144 filings, which we discussed in our June 22 post, the amendments will affect Form 11-Ks and “glossy” annual reports, among other filings.

Read More
Arrow
SEC’s Form 144 Electronic Filing Mandate: Another Task for Company Counsel’s To-Do List?
June 22, 2022

The SEC recently adopted amendments mandating that certain documents and forms, including Forms 144, be submitted electronically, rather than in paper form. The Form 144 electronic filing requirement will begin six months after the date of publication in the Federal Register of the SEC release that adopts the version of the EDGAR Filer Manual addressing updates to Form 144 for filing Form 144 electronically on EDGAR (estimated to be March 2023). 

Read More
Arrow