Ali Perry

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The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of Appeals decision to vacate the Nasdaq diversity rules, which required Nasdaq-listed companies to disclose board diversity statistics and have a minimum number of…

On January 27, 2025, the staff of the US Securities and Exchange Commission updated its Compliance and Disclosure Interpretations (“C&DIs”) for Proxy Rules and Schedules 14A/14C with respect to notices of exempt solicitations under Rule 14a-6(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Rule 14a-2(b)(1) of the Exchange Act exempts…

As proxy season kicks off, companies should be mindful of their disclosure obligations regarding related-person transactions, especially those involving immediate family members of executive officers and directors.  On January 15, 2025, the Securities and Exchange Commission (“SEC”) announced the settlement of an enforcement action against a publicly traded software and payment processing company (the “Company”)…

On September 27, 2024, the Securities and Exchange Commission (“SEC”) adopted final amendments to Rules 10 and 11 of Regulation S-T (17 CFR 232.10 and 232.11) and Form ID to improve access to, and management of, accounts on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.  Known as “EDGAR Next,” these enhancements are designed…

The Financial Accounting Standards Board (the “FASB”) recently completed an update to its Conceptual Framework for Financial Reporting (the “Framework”).  The Framework is a body of interrelated objectives and fundamentals that provides the FASB with guidance as it sets standards for financial accounting and reporting. The update marks the end of a significant project that began…