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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…

In late 2023, California enacted “first-of-its-kind” climate-related disclosure laws, addressing disclosures on greenhouse gas emissions and climate-related financial risks as well as disclosures aimed at increasing transparency and accountability around certain climate-related claims and use of voluntary carbon offsets. In this Legal Update, we provide a high-level refresher of the requirements of (and recent updates…

Last week, the U.S. Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance revised two Compliance and Disclosure Interpretations (“C&DIs”) relating to beneficial ownership disclosures on Schedules 13D and 13G.  Schedule 13D is required to be filed to report 5% or greater ownership of a class of equity securities of a public company, while…

Over the last few weeks, each of the US Securities and Exchange Commission’s members have highlighted the current Commission’s views of disclosure by public companies.  On February 11, 2025, Acting Chairman Mark Uyeda’s Statement on Climate-Related Disclosure Rules (the “Statement”) directly addressed the Commission rulemaking entitled Enhancement and Standardization of Climate-Related Disclosures for Investors (the…

As many public companies finalize the disclosure in their Annual Reports on Form 10-K, they should consider paying particular attention to their risk factors in light of the multitude of federal government actions following President Trump’s inauguration.  Since January 20, a flurry of Executive Orders has been issued, focusing on areas including immigration, federal government…

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”)…

The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 122 to rescind the interpretive guidance previously provided in SAB 121. SAB 121 was originally issued in order to address accounting for obligations related to safeguarding crypto assets held by entities on behalf of platform users. It required entities to recognize both a…

On December 26, 2024, a panel of the US Court of Appeals for the Fifth Circuit vacated an order issued by a different panel just days before that had stayed the nationwide preliminary injunction suspending enforcement of the Corporate Transparency Act (CTA) and its implementing regulations. The Fifth Circuit’s action has the effect of restoring…

Webinar | January 15, 2024
Register here.

During this session, Mayer Brown panelists, Brian Hirshberg, Jason W. Parsont, Thomas Kollar, and Gilat Abraham Zaefen will discuss US SEC disclosure priorities and other recent developments for foreign private issuers (FPIs) that should be priorities as they draft their annual reports.  Topics will include:

  • Artificial Intelligence
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On December 23, 2024, the US Court of Appeals for the Fifth Circuit granted an emergency motion by the federal government to stay the nationwide preliminary injunction that had suspended enforcement of the Corporate Transparency Act (CTA) and stayed its compliance deadlines, including the January 1, 2025, compliance deadline for reporting companies formed prior to…