As we continue to wait for the SEC to adopt final climate disclosure rules, Corp Fin is continuing to issue comments during their review of ’34 Act filings on climate change risk issues. As this “Bloomberg Law” article notes, Corp Fin has issued comments on the filings of at least a dozen companies in
Allison Handy
Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She is also a leader of the firm’s Environmental, Social, and Governance advisory team.
Allison provides counsel to companies on a broad range of issues faced by management and directors in connection with the many compliance aspects of securities laws, including governance rules adopted by the Securities and Exchange Commission (SEC) and stock exchanges. She advises boards and committees in matters related to internal investigations and the efforts of shareholder activists, and works closely with in-house counsel, financial personnel, and outside auditors and advisors to help her clients prepare proxy statements and other reports to investors that meet complex disclosure obligations.
Corp Fin Doesn’t Grant No-Action Relief for “AI Transparency” Proposals
One new type of shareholder proposal this proxy season relates to the transparency of a company’s use of – and investment in – artificial intelligence, including how the company is managing any financial and “public welfare” risks related to AI. It has been reported that at least a half dozen companies have received this type…
Corp Fin Provides Guidance on Extension of Expiring Old Confidential Treatment Requests
If you happen to have an outstanding confidential treatment request that was granted before Corp Fin updated the rules for confidential treatment requests in 2019 and 2020 – and that old CTR order is close to expiring – we have new guidance from Corp Fin about how to handle that expiring CTR order in this…
ISS Releases a Bevy of FAQs on Six Topics
As we recently blogged, ISS barely changed its proxy voting guidelines for 2024. Now, ISS has issued a bunch of FAQs including (changes to the FAQs are shaded in yellow):
ISS Barely Changes Its Proxy Voting Guidelines for 2024
Just before Christmas, ISS announced its 2024 Benchmark Policy Updates, which will be effective for meetings on or after February 1, 2024. They also released an Americas Policy Updates document. As we blogged when ISS opened its proposed policy changes for comment, there are no changes to the US Benchmark Proxy Voting Guidelines.
The…
The Fifth Circuit Officially Vacates the SEC’s Share Repurchase Rule
As we have blogged about several times already, the Fifth Circuit Court of Appeals ruled on October 31st that the SEC’s share repurchase rule was “arbitrary and capricious” under the Administrative Procedure Act. The court gave the SEC 30 days to fix the rule, and the SEC did not submit a corrected rule within the…
Corp Fin (and the DOJ and FBI) Issue Cybersecurity “Limited Disclosure Exception” Guidance
We got some guidance from Corp Fin, the Department of Justice and the FBI last week related to the SEC’s new cybersecurity disclosure rules adopted back in July (this blog covers what those rules require).
In the new rules, there is a narrow, time-limited exception to the Item 1.05 Form 8-K disclosure requirement for…
The SEC Might Not Adopt Climate Rules Til Spring (Or Later)
It’s that time of the year as the SEC revealed its latest Reg Flex Agenda last week. The answer to the first question on everyone’s mind is that the estimated date for final climate risk disclosure rules is by April – but remember that is merely an estimate.
And since the SEC already has delayed…
Corp Fin Issues 15 New (and Three Revised) CDIs!
Over the week leading up to Thanksgiving, Corp Fin issued a bunch of new CDIs – and three revised CDIs – in a variety of areas in several different tranches, including:
- One revised Proxy CDI about calculating the counting of “10 calendar days” for Rule 14a-6, clarifying that the filing date does not count as
The SEC’s Share Repurchase Rule May Not Be Fixable…
A few weeks ago, I blogged that the Fifth Circuit had dealt the SEC a blow by ruling that the share repurchase disclosure rules it adopted back in May were “arbitrary and capricious” under the Administrative Procedure Act in response to a challenge brought by the U.S. Chamber of Commerce. The Court gave the SEC…