| 10-K and Disclosure Trends | Proxy Statement and Annual Meeting Preparation |
| Webinar | November 10, 2025 12:00 p.m. – 1:00 p.m. EDT Register here. 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 |
Jennifer Zepralka
The Modern Playbook for Corporate Governance: A Discussion with the Author of On Board
Webinar | October 15, 2025
12:00 p.m. – 1:00 p.m. EST
Register here.
Join us for a virtual moderated conversation with Jonathan F. Foster, author of On Board: The Modern Playbook for Corporate Governance.
As a former banker and a director of many public and private companies, Jonathan F. Foster brings to bear…
SEC Issues Policy Statement on Mandatory Arbitration Provisions; Amends Rules of Practice on Commission Review of Staff Actions Under Delegated Authority
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…
Effective Disclosure Controls and ICFR
- What are Disclosure Controls and Procedures?
- Role of the Board and Disclosure Committee
- Establishing
SEC Roundtables on the IPO On-Ramp and Small Cap Framework
The SEC Office of the Advocate for Small Business Capital Formation recently hosted policy roundtables reexamining the IPO on-ramp and reassessing the framework for small public companies. Mayer Brown Partner Jennifer Zepralka joined the roundtables to examine ways to encourage more companies, particularly smaller companies, to go public and stay public.
See the recordings and…
Updates to Exchange Act Section 13(d) and 13(g) Compliance and Disclosure Interpretations
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…
LCDA BoardReady Institute
Led by distinguished corporate directors and governance experts, the Latino Corporate Directors Education Foundation’s BoardReady Institute (BRI) provides programming tailored to prepare and position aspiring directors the boardroom.
On July 17, 2025, Mayer Brown partner, Jennifer Zepralka will speak on the panel “Corporate Governance 101: The Board Fundamental.”
To register and learn more, visit the
SEC Hosts Executive Compensation Roundtable
On June 26, 2025, the U.S. Securities and Exchange Commission (SEC) hosted a roundtable on executive compensation disclosure requirements with representatives from public companies, their advisors, and investors.
The program began with remarks from Chairman Atkins and Commissioners Peirce and Uyeda, each of whom indicated their support for reexamining the rules. Chairman Atkins, calling the…
Anti-ESG Shareholder Proposals in 2025
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…
Mid-Season Update: Shareholder Proposal Trends, No-Action Request Outcomes, and Voting Dynamics in the 2025 Proxy Season
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…
