Public Companies One-Minute Reads
Stay ahead of the curve with our monthly bulletin highlighting recent developments in public company reporting, corporate governance, and related matters in just under one minute.
2025 Updates
February One-Minute Reads
Learn more about ISS’s position regarding consideration of diversity factors in US director election statements, Vanguard’s 2025 proxy voting guidelines, Nasdaq’s proposed rule change to modify certain initial listing liquidity requirements, the SEC’s settling of negligence-based charges for misleading investors regarding a cyber incident, SEC charges against a former CEO for failing to disclose to the WWE settlement agreements he executed on its behalf, SEC charges against a company for misleading statements about an AI product, SEC charges against an employee and tippers for insider trading in a cannabis company, SEC charges against an AI startup CEO and his wife for an elaborate $60 million fraud, SEC approval of a NYSE proposed rule change to restrict use of reverse stock splits in certain circumstances and a Nasdaq proposed rule change to modify minimum bid price compliance periods and the delisting appeals process, and Nasdaq’s proposed removal of the board diversity rule.
2024 Updates
December One-Minute Reads
Learn more about the Securities and Exchange Commission’s Office of the Whistleblower annual report, UPS’ $45 million penalty for improperly valuing a business unit, SEC charges against Kiromic BioPharma and two former C-suite executives for misleading investors about the status of Food and Drug Administration reviews, SEC charges against a former CEO for insider trading in advance of a negative earnings announcement, the Fifth Circuit vacating Nasdaq’s board diversity listing standards, the SEC’s approval of further amendments to Nasdaq’s reverse stock split requirements, and California giving companies an extra year before fully enforcing new climate reporting rules.
November One-Minute Reads
Learn more about the Securities and Exchange Commission’s charges against four companies for misleading cyber disclosures, the SEC’s charges against a furniture company and two former executives for accounting violations, the SEC’s charges against an advisory firm for failing to adhere to its own investment criteria for ESG-marketed funds, ISS updates to its executive compensation policy FAQs, ISS ESG’s release of methodology updates for Governance QualityScore, the SEC’s win on Rule 14a-8 in the Fifth Circuit, Glass Lewis’ publication of proxy voting guidelines, the Financial Accounting Standards Board’s issuance of a standard requiring disaggregation of expenses, and the Public Company Accounting Oversight Board’s pause of NOCLAR.
October One-Minute Reads
Learn more about the Securities and Exchange Commission adopting EDGAR Next, the SEC charging 23 entities with late filing violations, the SEC charging a company with misleading IPO investors about its market potential and sales prospects, the SEC charging a company and its former executives with misleading clinical trial claims, the SEC charging an independent director and former CEO with disclosure failures related to a personal relationship, Fidelity’s release of proxy voting guidelines, PCAOB’s report on auditor independence, California’s amended climate disclosure laws, the NYSE’s proposed rule change to limit use of reverse stock splits to regain compliance with price criteria, and the SEC’s approval of a Nasdaq rule change to modify application of bid price compliance periods.
September One-Minute Reads
Learn about the Securities and Exchange Commission’s Section 6(b) filing fee rate advisory for fiscal year 2025, and its approval of a new PCAOB quality control standard and Nasdaq corporate governance phase-in and cure period changes and clarifications, as well as the Schedule 13G accelerated deadline, reports from PwC, BlackRock and Spencer Stuart, California climate disclosure status, and more.
August One-Minute Reads
Learn more about a federal court dismissing some – but not all – of the Securities and Exchange Commission's complaint against SolarWinds, the SEC's approval of a New York Stock Exchange proposal to delist companies that their change primary business, 26 firms settling with the SEC for more than $390 million for recordkeeping failures, Intelligize's updated report on shareholder activists’ artificial intelligence efforts, the Delaware Supreme Court's consideration of advance notice bylaws, Spencer Stuart's publication of director time commitment survey results, and Nasdaq's proposed rule to limit companies’ use of reverse stock splits to regain compliance.
July One-Minute Reads
Learn about the Securities and Exchange Commission’s spring 2024 agenda priorities and its charges against RR Donnelley, as well as SEC-related US Supreme Court rulings, the European Union’s Artificial Intelligence Act, Delaware General Corporate Law amendments, and shareholder proposal outcomes.
June One-Minute Reads
Learn more about the Securities and Exchange Commission Division of Corporation Finance's new guidance on disclosure of cybersecurity incidents, the SEC chair's statement on the pending crypto bill in Congress, the Fifth Circuit vacating SEC private fund adviser rules, a WTW memo on trends gleaned from two years of pay-versus-performance disclosure, Bloomberg Law's analysis of Nasdaq diversity data, a report showing that good ESG profiles may fetch a premium in the market, and special advice from Cooley's Beth Sasfai on how boards should oversee company climate reporting readiness in the current state of uncertainty and volatility.
May One-Minute Reads
Learn about the Securities and Exchange Commission’s enforcement director speaking on artificial intelligence 'washing,' an SEC appeal of a decision on proxy adviser rule amendments, a New York Stock Exchange proposal that would permit it to delist companies that change primary business focus, NYSE changes to trading halt requirements for reverse stock splits, a Nasdaq proposal to change phase-in schedules for corporate governance requirements, delays to Corporate Sustainability Reporting Directive implementation for certain companies, the SEC charging BF Borgers with massive fraud, and an EY report on disclosure committees.
April One-Minute Reads
Learn about the Securities and Exchange Commission bringing enforcement actions for AI washing, State Street’s release of its 2024 proxy voting and engagement policy, proposed amendments to Delaware General Corporation Law, challenges facing California’s climate rules, disclosure reminders for March 31 year-end companies, a jury confirming a shadow trading theory, the Delaware Supreme Court applying the MFW framework to other conflicted transactions, a US Supreme Court holding that pure omissions are not actionable under Rule 10b-5(b), and a Delaware judge reminding companies that good board minutes can reduce risk.
March One-Minute Reads
Learn about the Securities and Exchange Commission’s adopted rules governing climate disclosure, the SEC’s and Forbes’ findings that cybersecurity disclosures are lacking, the SEC’s approval of Nasdaq’s proposal for additional amendments related to reverse stock splits, the SEC’s charges against Skechers for failing to disclose related party transactions, an ISS report highlighting the return of governance proposals while sustainability proposals decrease, SEC confirmation of share repurchase disclosure requirements, and warnings from the SEC chair on AI-related challenges.
January One-Minute Reads
Learn about the new securities laws affecting Form 10-K, the US Court of Appeals for the Fifth Circuit vacating the Securities and Exchange Commission’s share repurchase rules, further guidance on cyber incidents from the SEC’s Division of Corporation Finance, the SEC’s review of climate-related disclosures, the SEC’s adoption of final rules for special purpose acquisition companies, the SEC’s denial of no-action relief on artificial intelligence proposals, the expected increase in political contribution shareholder proposals in 2024, and the Department of Labor’s adoption of an independent contractor rule.
2023 Updates
December One-Minute Reads
Learn about the new securities laws affecting Form 10-K, the US Court of Appeals for the Fifth Circuit vacating the Securities and Exchange Commission’s share repurchase rules, further guidance on cyber incidents from the SEC’s Division of Corporation Finance, the SEC’s review of climate-related disclosures, the SEC’s adoption of final rules for special purpose acquisition companies, the SEC’s denial of no-action relief on artificial intelligence proposals, the expected increase in political contribution shareholder proposals in 2024, and the Department of Labor’s adoption of an independent contractor rule.
November One-Minute Reads
Learn about the appeals court order directing the Securities and Exchange Commission to repair share repurchase rules, plus the SEC’s charges against a CISO and an unauthorized stock repurchase program, climate disclosure developments, Corp Fin’s new intake system for no-action requests, and a report highlighting trends in cybersecurity breach disclosures.
October One-Minute Reads
Learn about various Securities and Exchange Commission-related topics – including beneficial ownership rules amendments, pay-versus-performance compliance and disclosure interpretations, clawback listing standards, human capital disclosure, and Form 8-K cybersecurity materiality determinations – as well as a new California law focusing on climate goals, claims and offsets.
September One-Minute Reads
Learn about new California climate bills about to become law, Corp Fin’s issuance of new C&DIs on Rule 10b5-1 plans, the Securities and Exchange Commission finding Form 12b-25 disclosures inadequate, a Massachusetts case cautioning careful preparation of disclosures regarding pending litigation, SEC enforcement focusing on related party transaction disclosure, the SEC bringing another enforcement action for discouraging whistleblowing, the Financial Accounting Standards Board approval of expanded tax disclosure requirements and adoption of crypto accounting and disclosure rules, foreign private issuers potentially becoming subject to Section 16, SEC charges against multiple companies and insiders with untimely reporting under Sections 16 and 13(d), and the possible US government shutdown.
August One-Minute Reads
Learn about the Securities and Exchange Commission’s compliance dates for cybersecurity disclosure rules and its chair’s thoughts on artificial intelligence, as well as Delaware’s implementation of DGCL amendments, IRS guidance on the stock buyback tax, Nasdaq’s proposed listing rule on reverse stock splits, FASB’s proposal of more disclosure on expenses, and the European Union’s adoption of mandatory sustainability reporting standards.
July One-Minute Reads
Learn about the Securities and Exchange Commission’s adoption of final rules on cybersecurity disclosure, comments from the SEC’s enforcement director on cyber resiliency, another executive perks case brought by the SEC, the SEC’s continued enforcement of revenue recognition and insider trading, FW Cook’s review of pay-versus-performance disclosures, the Public Company Accounting Oversight Board’s new resource for audit committees and a Delaware court’s decision concluding the Disney board was within the business judgment rule when speaking out on social issues.
June One-Minute Reads
Learn about Corp Fin’s new CDIs on Rule 10b5-1, the status of the California board diversity statute, delays from Nasdaq and the NYSE on clawback listing standards, the SEC’s agenda for spring 2023 and its recent crypto enforcement actions, and the US Supreme Court’s ruling on the Slack direct listing case.
May One-Minute Reads
Learn about the Securities and Exchange Commission’s adoption of final rules regarding share repurchase disclosures, a Wall Street Journal survey highlighting board cybersecurity oversight, the US Supreme Court hearing oral argument in a Slack direct listing case, the SEC’s announcement of charges for Regulation A violations, and the Delaware state bar’s proposal of amendments to Delaware General Corporation Law.
April One-Minute Reads
Learn about the Securities and Exchange Commission’s settlement for misleading non-GAAP disclosures, the SEC’s handling of charges for misleading disclosures concerning a ransomware attack, a mining company’s resolution of SEC charges for misleading ESG disclosures, an annual letter to investors from the CEO of BlackRock, PwC and Workiva’s survey findings on SEC climate proposal preparedness and a Cooley client alert covering the Department of Justice focus on interlocking directorates.
March One-Minute Reads
Learn about proposed clawback rules from Nasdaq and the New York Stock Exchange, Corp Fin’s issuance of new Compliance and Disclosure Interpretations on pay-versus-performance rules, the Securities and Exchange Commission’s adoption of final rules to move the standard settlement cycle, Persefoni and the Society for Corporate Governance’s climate disclosure starter guide, SEC’s continued focus on non-GAAP measures, and SEC climate-related comments.
February One-Minute Reads
Learn about the Securities and Exchange Commission’s new C&DIs on clawback rules, the SEC's ongoing focus on workplace misconduct, the SEC's proposed climate disclosure rules, the new SEC Corp Fin director, geopolitical impacts in the boardroom, the Federal Trade Commission's noncompete proposal, and insights from early filers.
January One-Minute Reads
Learn about the Securities and Exchange Commission’s enhanced disclosures regarding inflation impact, its adoption of Rule 10b5-1 amendments and their effective date, its fall 2022 agenda, and its charges against McDonald’s and the company’s former CEO, as well as Nasdaq’s simplified compliance deadlines for board diversity.
2022 Updates
December One-Minute Reads
Learn about the Securities and Exchange Commission’s amendments to rules on 10b5-1 plans and related disclosures, its 2022 enforcement results and its strategic plan for 2022 to 2026, as well as the Spencer Stuart 2022 board index, Glass Lewis’ proxy and ESG policy guidelines, and ISS’ Governance QualityScore updates and cybersecurity disclosure benchmarking report.
November One-Minute Reads
Learn about the Securities and Exchange Commission's insider trading charges in relation to 10b5-1 plans, the SEC's new electronic Form 144, the Department of Justice's renewed focus on director interlocks, the SEC's new compliance and disclosure interpretations for Sections 16 and 13, the ISS global benchmark policy survey, and the SEC's impending climate rules.
October One-Minute Reads
Learn about the Securities and Exchange Commission’s final pay-versus-performance rules, the Public Company Accounting Oversight Board’s new audit committee resource, SEC-adopted inflation adjustments, Division of Corporation Finance offices for crypto and industrial applications and services, ISS proxy season takeaways, an S&P Global infographic highlighting the rise in investor activism, and an ISS report on key themes from climate disclosure comments.
September One-Minute Reads
Learn about the Securities and Exchange Commission’s strategic plan for the next four years, crypto insider trading charges, SEC Chair Gary Gensler's comments on the Sarbanes-Oxley Act's policy effects, ESG and executive compensation, Glass Lewis' 2022 proxy season review, the Inflation Reduction Act, and SEC comment letter trends.
August One-Minute Reads
Learn about the Securities and Exchange Commission's new proxy voting advice rules, amendments to shareholder proposal rules, and insider trading charges involving digital assets, plus Spencer Stuart's nominating/governance survey, SCOTUS updates, Deloitte's examination of board oversight related to cybersecurity, and Nasdaq's diversity matrix disclosure deadline.
July One-Minute Reads
Learn about the Securities and Exchange Commission’s spring 2022 agenda, an insider trading charge highlighting remote work risks, and updated electronic filing requirements, as well as Georgeson’s early proxy season review, Vanguard’s perspective on ‘say on climate’ proposals, and The Conference Board’s report on diversity and environmental, social and governance (ESG) expertise.
June One-Minute Reads
Learn about a Securities and Exchange Commission committee’s discussion of climate and SPAC proposals, SEC staff comments on non-GAAP adjustments in collaboration agreements, a California court striking down the state’s board gender diversity statute, and how ESG incentives are on the rise. Plus, you can take our PubCo client survey.
May One-Minute Reads
Learn about a pair of nominees for SEC commissioner, a corporate director’s guide to environmental, social and governance oversight, proposed rules for special purpose acquisition companies and a webcast for compensation committees.