Not too long after the U.S. Supreme Court granted cert to review a decision that involves whether the SEC’s administrative law judges are unconstitutionally protected from removal, a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit ruled – in a 2-1 decision – that the SEC’s ALJ system violated a person’s
Quick Alerts
SEC Enforcement Affirms Aggressive Approach
This client alert authored by Kathryn Campbell, Gina Buschatzke and Emily Craven covers what some senior SEC Enforcement officials discussed at a recent conference. The bottom line is that the SEC’s intention is clear – to continue to pursue enforcement actions aggressively.
California Court Strikes Board Gender Law on Constitutional Grounds
Last week, a California Superior Court in Los Angeles County delivered this Crest v. Padilla decision that found that the California law requiring that California-headquartered companies have a minimum number of women directors – known as “SB 826” – violates the California Constitution’s Equal Protection Clause. This decision comes on the heels of a lengthy…
Corp Fin Posts “Sample Letter” on Russian Invasion & Supply Chain Issues
Not surprising given how so many companies have been struggling over the past month to keep up with the changes wrought by Russia’s invasion of Ukraine, Corp Fin posted this “sample letter to companies” last week regarding disclosure about the invasion and the related supply chain issues. The Corp Fin Staff has begun…
SEC Commissioner Crenshaw Speaks on SPACs
A few weeks ago, SEC Commissioner Crenshaw delivered a speech on SPACs that’s worth reading. Agree or disagree, it’s an excellent summary of the policy considerations behind the SEC’s recent rule proposal regarding SPAC IPOs – and a helpful reminder of the challenges to keep in mind for those navigating a SPAC transaction. Here’s the…
“SEC Proposes New Cybersecurity Disclosure Rules”
I’m excited to share our firm memo – “SEC Proposes New Cybersecurity Disclosure Rules on Incident Reporting, Risk Management, Strategy, and Governance” – authored by Valerie Dahiya and David Aaron. Check it out!
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The SEC’s Climate Proposal: Board Oversight
Digging further into the SEC’s proposing release for climate disclosure, the SEC’s proposal would elicit disclosure about a board’s oversight of climate-related matters. For some companies, this type of disclosure undoubtedly would impact how much time and resources they devote to climate issues going forward.
The Disclosure Requirements
As noted starting on page 93…
The SEC’s Climate Proposal: Disclosing Targets & Goals
Digging further into the SEC’s proposing release for climate disclosure, the SEC’s proposal would elicit disclosure about a company’s climate targets and goals – for those companies that have done that sort of thing.
We have blogged before about things to consider when companies publicly announce a climate pledge. Most companies making such pledges…
The SEC’s Climate Proposal: Impact on Financial Statements
Digging further into the SEC’s proposing release for climate disclosure, the SEC’s proposal would expand Regulation S-X and create specific requirements for a note to financial statements addressing climate change issues in a number of ways.
This is a big deal. By requiring this type of disclosure in the financial statements, the SEC’s rules…
California’s “Underrepresented Communities” Board Diversity Law Struck Down
Last week, one of California’s two board diversity statutes was ruled unconstitutional when the Los Angeles Superior Court issued a 24-page order granting summary judgment in Crest v. Padilla II. No word yet whether the State of California will appeal. As noted in this Idaho Statesman article, Judge Terry Green’s reasoning was:
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