Securities Regulation and Corporate Governance

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Form 10-K Human Capital Disclosures Continue to Evolve

A survey of disclosures from the S&P 100 during the three years following adoption of the Securities and Exchange Commission Rule.

Client Alert | November 21, 2023

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

Our latest update on Environmental, Social and Governance (ESG) developments around the world.

Client Alert | November 13, 2023

Aaron Briggs Elected to Governance Intelligence Hall of Fame

Governance Intelligence named Aaron Briggs to its Hall of Fame, which is “an exclusive alum organization” reserved only for previous individual winners of the Corporate Governance awards.

Firm News | October 30, 2023

Twenty-eight Partners Named Among the 2024 Lawdragon 500 Leading Dealmakers in America

Twenty-eight Gibson Dunn partners were named among the 2024 Lawdragon 500 Leading Dealmakers in America.

Firm News | October 24, 2023

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

Our latest update on Environmental, Social and Governance (ESG) developments around the world.

Client Alert | October 18, 2023

SEC Adopts Significant Amendments to Beneficial Ownership Reporting Requirements and Provides Guidance on Derivatives Reporting and Group Formation Matters

On October 10, 2023, the Securities and Exchange Commission adopted final rules, significantly amending the beneficial ownership reporting requirements under Regulation 13D-G as promulgated pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. 

Client Alert | October 13, 2023

Updated Summary of Director Education Opportunities Available (October 2023)

Gibson Dunn's summary of director education opportunities has been updated as of October 2023. Boards of Directors of public and private companies find this a useful resource as they look for high quality education opportunities.  

Client Alert | October 11, 2023

Now Available: SEC Desktop Calendar for 2024

To assist U.S. companies with planning for SEC reporting and capital markets transactions into 2024, our SEC Desktop Calendar provides filing deadlines for key SEC reports, and the dates on which financial statements in prospectuses and proxy statements must be updated before use.

Client Alert | October 9, 2023

California Passes Climate Disclosure Legislation

The California Legislature recently passed two wide-reaching bills that will impose significant and mandatory climate-related reporting requirements for large public and private companies doing business in the state.

Client Alert | September 27, 2023

ESG And The Board: Avoiding Risky Business

Dallas partner David Woodcock is author of "ESG And The Board: Avoiding Risky Business" [PDF] published by The Corporate Board September 2023.

Article | September 20, 2023

Washington Judge Dismisses Challenge to Starbucks Diversity Policies in Decisive Order Upholding Business Judgment Rule

Our lawyers discuss the implications of a U.S. federal judge’s dismissal of a stockholder derivative suit brought by a conservative think tank against Starbucks; the suit alleged that some Starbucks diversity initiatives violated the Civil Rights Act and state anti-discrimination laws.

Client Alert | September 14, 2023

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

Our latest update on Environmental, Social and Governance (ESG) developments around the world.

Client Alert | September 12, 2023

European Corporate Sustainability Reporting Directive (CSRD): Key Takeaways from Adoption of the European Sustainability Reporting Standards

Our lawyers share key takeaways from the adoption of the European Sustainability Reporting Standards.

Client Alert | August 23, 2023

M&A Report – Annual Activism Update – 2022

Our lawyers provide an update on shareholder activism in 2022 involving NYSE- and Nasdaq-listed companies with equity market capitalizations in excess of $1 billion and below $100 billion.

Client Alert | August 21, 2023

11 Gibson Dunn Lawyers Named Lawyers of the Year for 2024

Best Lawyers® named 11 Gibson Dunn lawyers as the 2024 Lawyer of the Year in their respective practice areas and cities.

Firm News | August 17, 2023

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

Our latest update on Environmental, Social and Governance (ESG) developments around the world.

Client Alert | August 10, 2023

Delaware Chancellor Raises the Standard for Pricing Mootness Fees for Supplemental Disclosures

In a precedential decision on July 6, 2023, the Delaware Court of Chancery lowered stockholder-plaintiffs’ incentives to pursue meritless deal litigation by raising the standard that supplemental disclosures must meet to justify an award of attorneys’ fees from “helpful” to “material.”

Client Alert | August 2, 2023

SEC Adopts New Rules on Cybersecurity Disclosure for Public Companies

Our lawyers summarize the U.S. Securities and Exchange Commission’s new rules on cybersecurity disclosure for public companies.

Client Alert | July 31, 2023

Shareholder Proposal Developments During the 2023 Proxy Season

This client alert provides an overview of shareholder proposals submitted to public companies during the 2023 proxy season, including statistics and notable decisions from the staff of the Securities and Exchange Commission on no-action requests.

Client Alert | July 25, 2023

Webcast: Recent Developments – ATM Programs and Rights Offerings

Please join Gibson Dunn attorneys Boris Dolgonos, Brian Lane, Melanie Neary, and Robyn Zolman in a 60-minute briefing as they discuss recent developments in the uses and structures of ATM programs and rights offerings, including mechanics, advantages and disadvantages, securities law implications and disclosure requirements.

Webcasts | July 19, 2023

Attorneys General of 13 States Issue Warning to Fortune 100 Companies Regarding Their Diversity and Inclusion Programs in Wake of Supreme Court’s Decision Overturning Affirmative Action in Higher Education

Our lawyers summarize the letter sent by Attorneys General of 13 states to Fortune 100 companies warning of “serious legal consequences” over race-based employment preferences and diversity/inclusion policies.

Client Alert | July 18, 2023

Form 10-Q Updates and Reminders

As companies prepare their reports on Form 10-Q for the quarter ended June 30, 2023, our lawyers share observations and reminders regarding new disclosure requirements, risk factor considerations that may be relevant to Form 10-Q reporting, and a summary of upcoming compliance dates for public companies.

Client Alert | July 18, 2023

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

Our latest update on Environmental, Social and Governance (ESG) developments around the world.

Client Alert | July 11, 2023

Webcast: Stock Buybacks: What You Need to Know (and Disclose) Following Adoption of the SEC’s New Rules

In this briefing, our lawyers cover key SEC rule changes that will significantly impact the timing, manner and nature of the disclosures required for company share repurchases, including nuanced interpretive issues and tax implications.

Webcasts | July 11, 2023

Updated Summary of Director Education Opportunities Available (July 2023)

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

Client Alert | July 10, 2023

SEC Affirms Intention to Prioritize Adoption of Cybersecurity Rules for Public Companies and Investment Advisers and Funds

Gibson Dunn lawyers review the proposed implementation of two rules by the U.S. Securities and Exchange Commission that address cybersecurity governance and cybersecurity incident disclosure.

Client Alert | June 30, 2023

Aaron Briggs Elected as Fellow of the American College of Governance Counsel

San Francisco partner Aaron Briggs was elected as a Fellow of the American College of Governance Counsel, which is “an organization of leading corporate governance lawyers from the U.S. and Canada.”

Firm News | June 29, 2023

Who’s Who Legal 2023 Recognizes Nine Gibson Dunn Partners in M&A and Governance

Nine Gibson Dunn partners were featured in the Who’s Who Legal 2023 M&A and Governance guide.

Firm News | June 23, 2023

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

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

Client Alert | June 13, 2023

Another Step in Seeking to Broaden the Scope of Public Company Audits: The PCAOB Proposes an Expansive Non-Compliance Standard

Our lawyers summarize the 140-page auditing standard proposed by the Public Company Accounting Oversight Board and review the objections of the two Board members who dissented from the proposal based on a range of concerns, including that it would unduly expand the scope of the public company audit.

Client Alert | June 12, 2023

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