Securities Regulation and Corporate Governance

834 Search Results

NYSE and Nasdaq Allow More Time for Companies to Adopt Rule 10D-1 Clawback Policies: What to Do Now

Our lawyers discuss the decision of the NYSE and Nasdaq to push back the introduction of their new listing standards to October 2, 2023.

Client Alert | June 9, 2023

Child and Forced Labor Risks Global Task Force

Gibson Dunn has established a Child and Forced Labor Risks Global Task Force to help our clients prevent illegal child and forced labor, evaluate their supply chains, and respond to investigations and litigation.

Client Alert | May 17, 2023

Gibson Dunn Environmental, Social and Governance Update (April 2023)

Gibson Dunn's Environmental, Social and Governance lawyers provide their update for April 2023.

Client Alert | May 10, 2023

SEC Adopts Amendments to Enhance Company Stock Repurchase Disclosure Requirements

Gibson Dunn lawyers discuss new amendments adopted by the U.S. Securities and Exchange Commission that enhance the disclosure requirements relating to companies’ repurchases of their equity securities.

Client Alert | May 5, 2023

Executive Compensation Disclosure Handbook: A Practical Guide to the SEC’s Executive Compensation Disclosure Rules 2023

​Washington, D.C. partner Elizabeth Ising, Dallas partner Krista Hanvey, Washington, D.C. associate Geoffrey Walter and Dallas associate Gina Hancock are the co-authors of "Executive Compensation Disclosure Handbook: A Practical Guide to the SEC’s Executive Compensation Disclosure Rules," published by Donnelley Financial Solutions in February 2023.

Article | April 20, 2023

Updated Summary of Director Education Opportunities Available

Gibson Dunn's summary of director education opportunities has been updated as of April 2023.

Client Alert | April 11, 2023

M&A Report – Takeaways from Mindbody Stockholder Litigation

Lawyers from our M&A, Private Equity, and Securities Regulation and Corporate Governance groups share key lessons for public company boards and potential private equity buyers. These focus on creating a fair and open sale process, crafting honest and fulsome proxy disclosures, and prudence with written communications.

Client Alert | April 10, 2023

Gibson Dunn Environmental, Social and Governance Update (March 2023)

We are pleased to provide you with Gibson Dunn’s ESG monthly updates for March 2023. This month our update covers the following key developments. Please click on the blue links below for further details.

Client Alert | April 6, 2023

How S&P 100 Cos.’ Human Capital Disclosures Are Evolving

Orange County partner Michael Titera and associate Meghan Sherley are the authors of "How S&P 100 Cos.' Human Capital Disclosures Are Evolving" published by Law360 on March 8, 2023. 

Article | March 9, 2023

Webcast: Five Things to Know About Convertible Note Offerings

Gibson Dunn lawyers provide a briefing on some key considerations for issuers considering convertible notes as a financing option.

Webcasts | February 23, 2023

SEC Adopts New Final Rules for Clearance and Settlement; Proposes Changes for Investment Adviser Rules

The U.S. Securities and Exchange Commission adopted new rules meant to reduce risk in clearance and settlement for most broker-dealer securities transactions while proposing new rules designed to enhance safeguards for customer assets managed by investment advisers.

Client Alert | February 22, 2023

Eight Gibson Dunn Attorneys Named in 2023 Lawdragon Green 500: Leaders in Environmental Law

Eight Gibson Dunn attorneys were named among Lawdragon’s 2023 Green 500: Leaders in Environmental Law.

Firm News | February 7, 2023

Delaware Court of Chancery Holds That Corporate Officers Owe a Duty of Oversight

On January 26, 2023, the Delaware Court of Chancery held, for the first time, that corporate officers owe a duty of oversight.  Authored by Vice Chancellor J. Travis Laster, the decision denies a motion to dismiss under Rule 12(b)(6) of the Court of Chancery Rules but leaves open the possibility that the case will be dismissed under Rule 23.1 for failure to plead demand futility.

Client Alert | February 3, 2023

2022 Year-End Securities Enforcement Update

Gibson Dunn's lawyers tackle the important issues in securities enforcement in 2022.

Client Alert | February 2, 2023

Who’s Who Legal Germany 2023 Recognizes Three Gibson Dunn Partners

The Who's Who Legal Germany 2023 guide recommended Frankfurt partners Dirk Oberbracht in M&A and Georg Weidenbach in Competition, and Munich partner Ferdinand Fromholzer in Corporate Governance and M&A.

Firm News | January 18, 2023

Webcasts: Gibson Dunn’s Annual California MCLE Marathon – 2023

Watch a selection of webcasts from Gibson Dunn's MCLE Blitz 2023.

Webcasts | January 12, 2023

Evolving Human Capital Disclosures

Gibson Dunn lawyers provide results and analysis of a survey of S&P 100 companies regarding their human capital resource disclosures over the past two years.

Client Alert | January 9, 2023

Considerations for Preparing Your 2022 Form 10‑K

Our lawyers provide their annual update on new developments and considerations for calendar-year filers as they prepare their Annual Reports on Form 10-K.

Client Alert | January 9, 2023

SEC Approves New Insider Trading Rules

Gibson Dunn lawyers discuss the Securities and Exchange Commission's recent adoption of final rules on the affirmative defense to insider trading liability and new disclosures related to insider trading.

Client Alert | December 16, 2022

Webcast: 2022 Capital Markets in Review and 2023 Outlook

In this recorded webcast, Gibson Dunn lawyers review the 2022 capital raising market and look ahead to 2023.

Webcasts | December 15, 2022

Webcast: Considerations for Preparing Your 2023 Proxy Statement

Gibson Dunn lawyers cover key developments to be aware of as you prepare your 2023 proxy statement, including recent and upcoming SEC rulemaking and comment letters, proxy season trends and investor and proxy advisor updates.

Publications | December 12, 2022

Parsing SEC’s Rule Extension For Fixed-Income Issuers

New York partner J. Alan Bannister, Houston partner Hillary Holmes and Orange County partner James Moloney are the authors of "Parsing SEC's Rule Extension For Fixed-Income Issuers" [PDF] published by Law360 on December 5, 2022.

Article | December 6, 2022

Webcast: Considerations for Preparing Your 2022 Form 10-K

Gibson Dunn lawyers cover key developments to be aware of headed into the 2022 Form 10-K reporting season, including recent SEC rulemaking and comment letters, and disclosure trends.

Webcasts | December 5, 2022

SEC Extends Phased-in Approach for Application of Rule 15c2-11 for Certain Fixed Income Securities, Including Most Notably Securities Being Sold Pursuant to Resales under Rule 144A

Our lawyers write that the SEC recently delayed the application of Phase 2 of Exchange Act Rule 15c2-11, which affects trading in securities offered by non-reporting issuers in Rule 144A offerings.

Client Alert | December 1, 2022

European Union’s Corporate Sustainability Reporting Directive — What Non-EU Companies with Operations in the EU Need to Know

Gibson Dunn lawyers discuss the European Union's Corporate Sustainability Reporting Directive and how it will impact non-EU companies with significant EU operations.

Client Alert | November 29, 2022

Rule 10b5-1: Change Is Coming to the Insider Trading Regime – Or Is It Already Here?

Our lawyers review proposed amendments by the Securities and Exchange Commission to Rule 10b5-1, which are meant to address potential abuses of the current insider trading regime.

Client Alert | November 28, 2022

Recent SEC Interpretation of Exchange Act Rule 15c2-11 May Pressure Private Issuers of Fixed Income Securities to Publicly Disclose Financial Information

Our lawyers discuss a recent SEC interpretation of Exchange Act Rule 15c2-11, which could impact the liquidity of issuers of fixed income securities.

Client Alert | November 21, 2022

Net Zero Commitments – UK Regulatory Guidance

Selina Sagayam discusses with Thomson Reuters insights from the recent Net Zero Disclosures Report published by the Financial Reporting Council in the UK.

Client Alert | November 18, 2022

FTC Announces Broader Vision of Its Section 5 Authority to Address Unfair Methods of Competition

Gibson Dunn lawyers discuss how the Federal Trade Commission intends to broaden its enforcement of Section 5 of the FTC Act to focus "on stopping unfair methods of competition in their incipiency based on their tendency to harm competitive conditions."

Client Alert | November 14, 2022

U.S. News – Best Lawyers® “Best Law Firms” Names Gibson Dunn Law Firm of the Year for 2023 in Real Estate and Securities Regulation

U.S. News – Best Lawyers® “Best Law Firms” awarded Gibson Dunn its 2023 Law Firm of the Year for Real Estate Law and Securities Regulation.

Firm News | November 3, 2022

SEC Releases Final Clawback Rules

Gibson Dunn lawyers discuss new SEC rules requiring listed companies to implement policies for recovery (i.e., “clawback”) of erroneously awarded incentive compensation.

Client Alert | October 27, 2022

Euromoney’s Rising Star Awards 2022 Recognizes 16 Gibson Dunn Partners

Euromoney named 16 Gibson Dunn lawyers among its 2022 Rising Stars in the Americas, EMEA, and Asia-Pacific regions.

Firm News | October 12, 2022

Expert Guides Best of the Best United States 2022 Recognizes Ten Gibson Dunn Partners

Euromoney’s Expert Guides has named ten Gibson Dunn partners to its 2022 edition of the Best of the Best United States Guide, which recognizes the top 30 legal practitioners in the country across 15 areas of law.

Firm News | October 7, 2022

Twenty-Two Gibson Dunn Lawyers Recognized in Expert Guides’ Women in Business Law

Expert Guides has named 22 Gibson Dunn lawyers to its 2022 Guide to the World’s Leading Women in Business Law, which recognizes top female legal practitioners advising on business law.

Firm News | October 6, 2022

Thirty-Nine Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide 2022

Expert Guides has named 39 Gibson Dunn partners to the 2022 edition of its Banking, Finance and Transactional Guide, which recognizes the top legal practitioners in the industry. 

Firm News | October 6, 2022

Webcast: Capital Raising in a Challenging Environment: PIPEs

Please join our panel as they discuss current developments in private investment in public equity deals (PIPEs), including deal structures, legal considerations, business and governance terms, and special regulatory requirements as a result of the recent market volatility.

Webcasts | September 15, 2022

SEC Releases Final Pay Versus Performance Rules

On August 25, 2022, the Securities and Exchange Commission, in a 3-to-2 vote, adopted final rules implementing the pay versus performance disclosure requirement called for under Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Client Alert | August 29, 2022

2022 Mid-Year Securities Enforcement Update

Our 2021 Year-End Review, noted the Division of Enforcement under this Administration had outlined its vision of aggressive, heightened enforcement through an escalation of existing remedies. The first half of 2022 reflected the Enforcement Division pursuing the playbook as forecasted.

Client Alert | August 11, 2022

Energy Industry Reacts to SEC Proposed Rules on Climate Change

Gibson Dunn has surveyed the comment letters submitted by public and private energy companies and related industry associations regarding the proposed rules by the Securities and Exchange Commission on climate change disclosure requirements for U.S. public companies and foreign private issuers.

Client Alert | August 10, 2022

Update on Changes in SEC Commissioners

On July 18, 2022, the Securities and Exchange Commission announced that Jaime Lizárraga was sworn in as the SEC’s newest Commissioner following the departure of Allison Herren Lee on July 15. Our lawyers provide a summary of the current composition of SEC Commissioners.

Client Alert | July 22, 2022

Now Available: SEC Desktop Calendar for 2023

To continue assisting US companies with planning for SEC reporting and capital markets transactions into 2023, we offer our annual SEC Desktop Calendar.

Client Alert | July 20, 2022

Shareholder Proposal Developments During the 2022 Proxy Season

This client alert provides an overview of shareholder proposals submitted to public companies during the 2022 proxy season, including statistics and notable decisions from the staff of the Securities and Exchange Commission on no-action requests.

Client Alert | July 11, 2022

Updated Summary of Select Director Education Opportunities Available (Q2 2022)

Gibson Dunn’s summary of director education opportunities has been updated as of July 2022. Boards of Directors of public companies find this a useful resource as they look for high quality education opportunities.

Client Alert | June 29, 2022

Webcast: Is Becoming a Public Benefit Corporation Right for Your Company?

In this webcast, lawyers from Gibson Dunn and Morris Nichols talk about what to consider when deciding if being a Public Benefit Company is right for you.

Webcasts | June 28, 2022

Best Lawyers in Germany 2023 Recognizes 26 Gibson Dunn Attorneys

Best Lawyers and Best Lawyers: Ones to Watch in Germany 2023 have recognized 26 Gibson Dunn attorneys, and 18 Gibson Dunn attorneys have been recognized as leading lawyers in their respective practice areas.

Firm News | June 24, 2022

Ninth Circuit Enforces Forum Selection Bylaw Against Federal Securities Claim

On May 13, 2022, the Ninth Circuit affirmed a ruling that effectively bars plaintiffs from asserting federal securities law claims derivatively when a company has designated a state court venue as the exclusive forum for derivative actions.

Client Alert | May 20, 2022

Webcast: The Role of ESG in Capital Markets

Issuers are facing increasing calls from stakeholders and regulators, as well as within their own organizations, to proactively address ESG across their business footprint. The heightened focus on ESG impacts the way issuers, underwriters and lenders participate in capital raising. Join us in a recorded presentation for a discussion on the new opportunities, products, challenges and requirements.

Webcasts | May 19, 2022

DOJ Antitrust Division Head Promises Litigation to Break Up Director Interlocks

The Department of Justice’s Antitrust Division promised in a recent speech to increase enforcement of Section 8 of the Clayton Act, which prohibits competing corporations from sharing common directors or officers.  The prevailing enforcement climate means that companies should have a compliance plan in place to discover potential director interlocks before they develop and monitor existing outside director positions to ensure they conform to existing Section 8 safe harbors.

Client Alert | May 2, 2022

Webcast: Understanding the SEC Rule Proposal on Climate Change Disclosure

In March 2022, the Securities and Exchange Commission approved a rule proposal for new climate change disclosure requirements for both U.S. public companies and foreign private issuers. In this webcast, a panel of Gibson Dunn lawyers provides an overview of the proposed requirements and discuss the key takeaways and the impact the proposal, if adopted, would have on public companies.

Webcasts | April 21, 2022

Summary of and Considerations Regarding the SEC’s Proposed Rules on Climate Change Disclosure

This client alert provides an overview of, and our current perspectives on, the SEC’s recently proposed rules that would establish a new climate change reporting framework for U.S. public companies and foreign private issuers as well as practical recommendations on what companies should be doing now.

Client Alert | April 15, 2022