Debevoise & Plimpton’s “Shareholder Proposals under Rule 14a-8: Practical Guidance for Proxy Season” explains the current state of play on the application of—and SEC staff disposition toward—Rule 14a-8’s ordinary business,” “economic relevance,” “substantial implementation,” and “duplication” exclusions and provides a solid roadmap for companies on responding to any proposals received.
"Key Considerations for Upcoming 2022 Form 10-K and 20-F Filings" from Sullivan & Cromwell notes factors and circumstances companies should consider relative to disclosures regarding a wide array of economic, geopolitical, and regulatory developments and risks, and other emerging, evolving, and trending disclosure topics (such as human capital, climate, and cybersecurity), supported by references to relevant SEC rulemaking, guidance, and comment letters.
BakerHostetler’s “Preparing for the 2023 Proxy and Annual Reporting Season: Key Issues and Considerations" provides guidance on content considerations for key Form 10-K disclosures, including MD&A, risk factors, and human capital management, as well as a host of other governance-related topics that may impact the Form 10-K or the proxy statement, including D&O questionnaire updates, board diversity, expertise and governance disclosure, and much more. The memo also covers SEC and other relevant regulatory developments and associated considerations for companies.
“Preparing for the 2022 Reporting Season” from Wilson Sonsini highlights select considerations for the Form 10-K, proxy statement, and annual meeting with reference to previous firm publications that detail referenced rulemakings, practices, and trends. Coverage includes ESG-related developments (climate, HCM, board diversity), director overboarding, COVID-19 disclosure, clawback policies, proxy advisor guidelines, NYSE related party transaction requirements, cybersecurity disclosure, and much more.
Perkins Coie’s “Preparing for the 2023 Public Company Reporting Season” summarizes significant changes in—and imparts need-to-know information about—SEC rules and other relevant laws and disclosure expectations that impact the proxy statement and annual report, including relevant proxy advisor and institutional investor policies. Coverage includes pay-versus-performance, universal proxy, board delegation authority for equity grants, officer exculpation, E&S disclosures, board diversity, and more.
Access additional information & resources on our Shareholder Proposals, Proxy & Annual Reporting Season 2023, Financial Reporting, and other relevant resource pages.
This post first appeared in the weekly Society Alert!