The Securities and Exchange Commission adopted (in a 3-2 vote) final rules requiring disclosures about the material impacts of climate-related risks on their business, financial condition, and governance.

These rules had first been proposed in March 2022.  The SEC adopted the final rules after considering, over a two-year period, some 4,500 unique comment letters from

We acknowledge the insight and assistance of Gary J. Previts, Distinguished University Professor Emeritus, Case Western Reserve University  

As the regulator of public company auditors, following the Sarbanes-Oxley Act of 2002, the Public Company Accounting Oversight Board (PCAOB) aims to safeguard investors’ interests. The PCAOB establishes auditing standards, reviews audit firms’ performance, and holds them

Most legal entities like corporations have officers and directors who, together, run the business. Directors sit on the board of directors and collectively govern and oversee the entity.  In contrast, officers generally implement the board’s vision and manage the day-to-day operations of the business.

While it’s widely understood that the roles and responsibilities of officers

In the past year, Mayer Brown’s Larry Cunningham has twice testified before Congress on aspects of corporate governance and securities disclosure, along with co-authoring several comment letters on such topics as the SEC’s climate disclosure proposal and the FDIC’s corporate governance proposal.  Most recently, his written testimony from last month’s hearing on oversight of the

We use generative AI to turn the first batch of 10-K filings describing cybersecurity into a model that can guide others in creating their own disclosure.

The SEC’s new rules on the disclosure of cybersecurity matters were finalized on July 26, 2023, and in effect since December 2023. Directors & Boards recently published a review

The SEC announced late last week that it has abandoned its rulemaking efforts begun last May to compel disclosure of share buyback rationales and data. The turnabout follows an October court ruling that the SEC failed to follow required procedures in adopting the rule and the SEC’s indication in December that it could not cure

It’s well known that the SEC’s pending climate disclosure rule stoked a great deal of debate, particularly concerning the costs and benefits and questions of the SEC’s authority. Equally important are some less dramatic but more profound practical concerns about the rule’s auditing requirements. 

Consider the views on this topic of CohnReznick, a national accounting firm

Mayer Brown’s Larry Cunningham testified today before the House Financial Services Committee at a hearing titled: Oversight of the SEC’s Proposed Climate Disclosure Rule: A Future of Legal Hurdles.

The SEC’s proposed climate risk disclosure rules, which we discussed here have proven to be quite controversial and generated significant comment from market participants.  The SEC is

From employee protection to consumer safety, risk management is a central daily duty of corporate management and has become top of the oversight agenda for corporate boards. While managers remain in charge of day-to-day risk management, the board’s oversight role has expanded so much that directors benefit from thinking broadly and deeply about how they