On October 10, 2024, the Federal Trade Commission (FTC) published its Final Rule enacting changes to the Hart-Scott-Rodino Act (HSR Act) premerger notification rules. The Final Rule will usher in the most significant changes to HSR reporting requirements in the program’s 45-year history.

The HSR Act requires parties to a merger or acquisition that meets

How does in-house counsel help in preparing directors for board meetings? In our latest MB Sounding Board MicroTalk, Christine McDevitt, Director & Deputy General Counsel, SEC Reporting & Disclosure, at Ferguson and Julia Tallarico Spinelli, Former Assistant General Counsel, SEC Reporting & Disclosure, at Ferguson (and now current Senior Corporate Counsel at Diebold Nixdorf) discuss

Several federal financial regulators (the “Agencies”) have approved and published an interagency proposal to establish data standards that promote interoperability of financial regulatory data across these agencies (the “Proposal”). The Agencies issued the Proposal as required by the Financial Data Transparency Act of 2022 (FDTA) and have requested comment on their jointly established data standards.

The Latest in the Saga of the SEC’s Regulation of Proxy Advisory Firms

On June 26, 2024, the Fifth Circuit Court of Appeals vacated a significant part of a 2022 Securities and Exchange Commission (SEC) rulemaking, which itself was a reversal of the agency’s 2020 amendments to the rules relating to proxy voting advice produced

Webinar | July 22, 2024
1:00 p.m. – 2:00 p.m. EDT
Register here.

Disclosures by public companies about their human capital management continue to be a focus of investors, regulators, and other stakeholders. In 2020, the SEC adopted a requirement for registrants to discuss their human capital resources to the extent material to an

Nasdaq’s 2024 Governance Pulse Survey is now live. The Survey gathers insights from board members, CEOs, general counsel, corporate secretaries, and other key leaders on governance practices and board priorities. The data and findings will be published in Nasdaq’s Global Governance Pulse Report this fall and featured and discussed at Nasdaq’s Global Governance Pulse Forum

Webinar | June 27, 2024
1:00 – 2:00 pm ET
Register here.

The SEC adopted amendments aimed at enhancing and standardizing disclosures related to cybersecurity risks and incidents. But how is this impacting SEC registrants and how are they addressing cyber incidents within the new framework?

Join us for an overview and discussion on

May 21, 2024
16:00 – 19:00 BST
Register here.

Join the Nasdaq Center for Board Excellence and connect with fellow board members and CEOs for a discussion about the transformative role of artificial intelligence, ethics, governance, and strategies for a competitive advantage. Together with Mayer Brown, we look forward to welcoming you and sharing

Larry Cunningham delivered the 2024 Weinberg Distinguished Lecture last week at the University of Delaware. His topic was: “Speaking Out on Hot Button Topics: How Boards Can Steer CEOs and Companies in Choppy Waters.”  Following are excerpts from the lecture, which reviews the data on this topic and the forces at work, discusses the board’s

As the business environment continues to evolve in complexity, so does the oversight role of boards. At the same time, investor, regulator, and other stakeholder expectations of board involvement in certain aspects of the business, including aspects traditionally within management’s sole purview, are changing in ways that may blur the lines of responsibility between the