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
137 Results
Have You Updated Your Approach to MD&A?

Compliance with Revised Requirements Now Mandatory

October 1, 2021

The next Form 10-K filing for most companies will be their first filing required to comply with the revised Management’s Discussion and Analysis (Item 303 of Regulation S-K) requirements adopted by the SEC in November 2020. While voluntary early compliance with the 2020 amendments was permitted, companies are not required to comply with the amended requirements until their first filing for a fiscal year ending on or after August 9, 2021. Accordingly, Form 10-K filings for fiscal years ending in September 2021 or later must comply with the amended requirements.

Read More
Arrow
Risky Business: Recording Board Meetings
September 30, 2021

With the Delta variant surge, many companies have delayed plans for a return to in-person board and committee meetings.  The go-to alternative, in many cases, will be a return to video conferences, which worked well in the early stages of the pandemic but also raised security concerns because of recording issues, among other things.

Read More
Arrow
SEC shines spotlight on climate change in sample comment letter
September 23, 2021

As discussed in our March 4, 2021 and March 17, 2021 posts, Allison Herren Lee, then the Acting Chair of the SEC, previously issued a Public Statement and delivered a speech announcing the SEC’s enhanced focus on climate-related disclosures. Yesterday, the SEC’s Division of Corporation Finance issued a sample comment letter to provide additional guidance on the application of its rules to climate change, including  the following topics covered in the SEC’s 2010 climate change guidance:

Read More
Arrow
SEC Brings First Case Charging Shadow Insider Trading
September 1, 2021

The SEC’s filing of its first shadow trading case earlier this month signals the agency’s willingness to pursue actions based on expanded theories of insider trading liability.

Read More
Arrow
NYSE Further Revises Definition of Related Party Transactions
Reverses Position on $120,000 Threshold
August 26, 2021

On August 19, 2021, the New York Stock Exchange further revised its definition of a “related party transaction” to include the $120,000 quantitative threshold under Item 404 of SEC Regulation S-K that had been expressly excluded from the definition approved four months earlier.

Read More
Arrow