Here’s our latest edition of our monthly feature – a quick snapshot of recent developments:

  1. If you missed our June 25th webcast – “Proxy Season Deep Dive – 20 Things” – with commentary by Perkins Coie’s Allison Handy and Kelly Reinholdtsen and Proxy Analytics’ Steve Pantina about what happened during this wild proxy season – here is the video archive.
  2. Following on the heels of his statement clarifying that companies should not file Form 8-K under Item 1.05 in connection with a cybersecurity incident that they have determined isn’t material or for which they have not yet made a materiality determination, Corp Fin Director Erik Gerding issued this statement clarifying that disclosure of material cybersecurity incidents on an Item 1.05 Form 8-K doesn’t preclude companies from sharing information beyond that disclosed in the 8-K with others, including contractual counterparties. In addition, Corp Fin issued five new CDIs on Item 1.05 Form 8-Ks.
  3. The SEC’s Office of Structured Disclosure warned in a statement that some companies are incorrectly tagging basic and diluted earnings-per-share data in XBRL. Without fixing the tags, apparently the data is useless to end users. Making the fix is important.
  4. This blog provides anecdotes from a group of in-house practitioners about how they’re using (or not using) generative AI to assist them in their jobs.
  5. The Nasdaq Board Diversity Objective rule continues to be phased in, even as litigation over the rule continues. A survey of 314 proxy statements from 2023 found that all of those companies identified at least one female director in their disclosure, complying with the diversity objective that is currently applicable to Nasdaq-listed companies.

    One observation from the survey is worth noting for both Nasdaq-listed companies and those listed on other exchanges: the format of the diversity disclosure really matters to the usefulness of the information. The authors note that companies that do not use the mandated format – which provides for numerical data points in different categories, without identifying which directors are included in which numbers – were excluded from the analysis. The reason given was that data tabulation was much more difficult with non-standard disclosures.
  6. This blog digs into the seven things that a company needs to do when it changes its name from a securities law and corporate governance perspective.
  7. To learn the latest about the credit that companies might receive if they cooperate with the SEC, look to a recent speech by SEC Enforcement Director Gurbir Grewal in which Director Grewal provides his “Five Principles of Effective Cooperation.”
  8. We have slowed down our series of blogs on the climate risk disclosure rules as the rules continue to be stayed pending litigation that is consolidated in the Eighth Circuit. So far we have blogged on Items 1502(a), 1502(b) and, most recently, 1502(c). Look for additional posts over the summer, which will eventually be consolidated into a guide.
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Photo of Broc Romanek Broc Romanek

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, where he oversaw…

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, where he oversaw and managed coverage on issues related to ESG, corporate governance, executive pay, deals, and market trends and analysis.

In addition to his nearly two decades of working as a journalist and publisher, Broc served as assistant general counsel at a Fortune 50 company, worked in the Office of Chief Counsel of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, was a counselor to former SEC Commissioner Laura Unger, and worked in private practice. He also is the author, or co-author, of four legal treatises, and has authored several books focused on the legal industry.