Securities Regulation and Corporate Governance

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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

Webcast: 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

SEC Proposes Rules to Align SPACs More Closely with IPOs

On March 30, 2022, the U.S. Securities and Exchange Commission, by a three-to-one vote, issued a press release announcing proposed new rules intended to enhance disclosure and investor protections in initial public offerings by special purpose acquisition companies and in subsequent business combinations between SPACs and private operating companies.

Client Alert | April 6, 2022

SEC Proposes Rules on Cybersecurity Disclosure

On March 9, 2022 the SEC held a virtual open meeting where it considered a rule proposal for new cybersecurity disclosure requirements for public companies. Our lawyers provide a summary description of the rule proposal, as well as a Commissioner’s concerns related to the proposal.

Client Alert | March 11, 2022

Webcast: IPO and Public Company Readiness: Strategies and Considerations

In the current market environment, strong pre-IPO readiness can position companies to more swiftly access IPO market windows. This recorded presentation explores preliminary planning, structuring and governance considerations for private companies considering an IPO.

Webcasts | February 24, 2022

SEC Proposes Rule Changes to Shorten the Security Settlement Cycle to T+1 by March 31, 2024

Our lawyers discuss a new rule proposed by the Securities and Exchange Commission which would shorten the security settlement cycle from two business days after the trade date to one business day after the trade date.

Client Alert | February 14, 2022

BlackRock, Vanguard and State Street Update Corporate Governance and ESG Policies and Priorities for 2022

BlackRock, Vanguard and State Street Global Advisors recently issued their voting policy updates for 2022, as well as guidance about their 2022 priorities for their portfolio companies. These pronouncements from the “Big Three” asset managers reflect a number of common themes, including an emphasis on climate and the transition to a Net Zero economy, diversity at the board level and throughout the workforce, and effective human capital management.

Client Alert | January 25, 2022

Considerations for Preparing Your 2021 Form 10-K

We offer our observations on new developments and recommended practices for calendar-year filers to consider in preparing their Form 10‑K. This alert reviews the recent amendments to Regulation S-K adopted by the U.S. Securities and Exchange Commission and discusses how public companies are reacting to these new requirements.

Client Alert | January 21, 2022

Webcast: Navigating the Minefield of Dodd-Frank’s Whistleblower Provisions (2021 Update)

Securities Docket is pleased to present its eleventh annual webcast on Dodd-Frank’s whistleblower provisions, featuring a dynamic and participatory discussion on the statutory and regulatory framework of Dodd-Frank’s whistleblower provisions, their interpretation by the SEC Office of the Whistleblower and federal courts. Panelists provide participants with practical tips for navigating the minefield of whistleblower complaints.

Webcasts | January 18, 2022

Webcast: 2022 SEC Disclosure & Proxy Season Outlook

In this webcast, a panel of Gibson Dunn lawyers covers key developments to be aware of headed into the 2022 reporting and proxy season, including recent and upcoming SEC rulemaking and comment letters, proxy season trends, investor and proxy advisor updates, and regulatory developments on topics such as board diversity and director duties.

Publications | January 12, 2022

SEC Proposes Rules on Insider Trading, Rule 10b5-1 and Share Repurchases

On December 15, 2021, the Securities and Exchange Commission (“SEC” or “Commission”) held a virtual open meeting where it considered four rule proposals, including two that are particularly pertinent to all public companies: (i) amendments regarding Rule 10b5-1 insider trading plans and related disclosures and (ii) new share repurchase disclosures rules.

Client Alert | December 23, 2021

Webcast: 2021 Capital Markets in Review and 2022 Outlook

In this webcast, members of Gibson Dunn's Capital Markets and Securities Regulation and Corporate Governance practice groups, as well as Chuck Park of Goldman Sachs’ Equity Capital Markets Group, as they provide an overview of market activity in 2021 and how companies reacted to the market impact of these developments.

Webcasts | December 14, 2021

ISS and Glass Lewis Issue Voting Policy Updates for 2022

Gibson Dunn lawyers review the recently released updates to proxy voting policies for the 2022 proxy season by Institutional Shareholder Services and Glass, Lewis & Co., the two major proxy advisory firms.

Client Alert | December 13, 2021

SEC Adopts Rules Mandating Use of Universal Proxy Card

On November 17, 2021, the Securities and Exchange Commission approved amendments to the federal proxy rules to mandate the use of a universal proxy card in public solicitations involving director election contests. Our lawyers discuss why they believe that the new rules are likely to embolden activists and increase the incidence of contested director elections.

Client Alert | November 18, 2021

Discussing Human Capital: A Survey of the S&P 500’s Compliance with the New SEC Disclosure Requirement One Year After Adoption

A main area of focus for public companies this past annual reporting season was the new human capital disclosure requirement for annual reports on Form 10-K.  Gibson Dunn lawyers review disclosure trends among S&P 500 companies and provides practical considerations for companies as we head into 2022 and the second year of discussing human capital resources and management.

Client Alert | November 10, 2021

ISS Proposes and Opens Comment on Draft 2022 Voting Policy Updates

Yesterday, the proxy advisory firm Institutional Shareholder Services (“ISS") proposed and published for comment voting policy changes for the 2022 proxy season. Our lawyers discuss the five proposed updates that would apply to U.S. companies, including two related to “Say on Climate" proposals and a third related to climate issues.

Client Alert | November 5, 2021