[Video] 2022 – 2023: Year in Review and a Look Ahead

Public Company Conversations

Listen in as Cooley partners Chad Mills and Jason Kent reflect on the past year, discuss 2022 trends and take a look at the year ahead.

Key takeaways

  • 2022 was a particularly active year for the Securities and Exchange Commission, including the proposed adoption of significant new disclosure rules relating to cybersecurity and climate-related information, as well as the final adoption of pay-versus-performance disclosure rules, representing a higher compliance burden on most public companies moving into 2023 and beyond.
  • While the SEC has not yet adopted proposed cybersecurity and climate-related information disclosure rules – nor has it proposed expected enhanced human capital and other disclosure rules related to environmental, social and governance (ESG) – the SEC, investors and, importantly, the plaintiffs’ bar, continue to actively focus on ESG disclosures by public companies.
  • Risk disclosure continues to be a focus too, with the SEC sending sample comment letters in late 2021 and 2022 addressing, among other things, climate change risks and exposure to Ukraine conflict-related risks in the Risk Factors and Management Discussion and Analysis (MD&A) sections.
  • In addition to the pay-versus-performance disclosure rules, the SEC adopted new rules to require the use of universal proxy cards in contested elections, and companies are well-advised to revisit their bylaws to ensure that appropriate protective changes are effected.
  • Board diversity will remain a hot-button topic in 2023, with Nasdaq’s “comply or explain” rule going into effect, as well as continued scrutiny from ISS, Glass Lewis and institutional investors.

Visit the Public Company Innovation Hub

Related Contacts
Jason Kent  Partner New York
Chadwick Mills  Partner San Francisco