Liz Walsh

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10-K and Disclosure TrendsProxy Statement and Annual Meeting Preparation
Webinar | November 10, 2025
12:00 p.m. – 1:00 p.m. EDT
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The proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and
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In the keynote address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala, Securities and Exchange Commission (“SEC”) Chair Paul Atkins noted that the number of exchange-listed companies has declined in recent years and outlined a three-part agenda aimed at making the US public markets more attractive to companies, including (1) simplifying…

On September 17, 2025, the Securities and Exchange Commission (the “Commission”) held an open meeting to discuss several items, including (i) permitting the acceleration of effectiveness of registration statements of issuers with certain mandatory arbitration provisions and (ii) amending the Commission’s Rules of Practice relating to the Commission’s review of staff declarations of effectiveness of…

In March 2024, the Securities and Exchange Commission (the “SEC” or the “Commission”) adopted rules entitled The Enhancement and Standardization of Climate-Related Disclosures for Investors (the “Rules”), intended to standardize how public companies report material climate-related risks and greenhouse gas emissions. However, the Rules were almost immediately the subject of litigation, which was subsequently consolidated in…

On July 11, 2025, the staff (the “Staff”) of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “Division”) published non-substantive updates to various Compliance and Disclosure Interpretations (“CDIs”) relating to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting. 

The updates bring the CDIs into alignment with…

Companies and investors use information related to environmental, social or governance (“ESG”) factors to provide a company-wide view of sustainability and other priorities.  This includes how the company discloses, reacts to and manages ESG-related risks and policies, such as, for example, risks related to carbon emissions, as well as policies addressing diversity, shareholder rights and…

The 2025 proxy season is just past its peak.  We summarize below key emerging trends in shareholder proposals and no-action requests so far this season.  A more comprehensive review of the 2025 proxy season will need to wait until all voting results are in.  However, the trends so far may be instructive to boards as…

On June 4, 2025, the U.S. Securities and Exchange Commission (the “SEC”) issued a concept release soliciting public comment on the definition of foreign private issuer (“FPI”), particularly on whether the current definition should be amended in an effort to protect U.S. investors while continuing to facilitate capital formation. The SEC is focused on the…

As we previously addressed here, on February 12, 2025, the Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance published Staff Legal Bulletin 14M (“SLB 14M”). Among other things, SLB 14M rescinded previous Staff guidance on no-action requests, pursuant to which a company can attempt to exclude a shareholder proposal from…

On April 25, 2025, the staff (the “Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced several new, withdrawn or revised Compliance and Disclosure Interpretations, all relating to Exchange Act Rule 10b5-1, covering trading “on the basis of” material nonpublic information as it relates to insider trading.  In all…