October 28, 2024 | The Legal Intelligencer
Navigating the SEC's Focus on AI DisclosuresAs AI is transforming various aspects of business operations from customer service automation to advanced risk management models, the Securities and Exchange Commission has been closely following these developments and emphasizing the need for clear, accurate and comprehensive AI-related disclosures.
By Mehrnaz Jalali and Rana Ozer
7 minute read
September 24, 2024 | The Legal Intelligencer
2024 Proxy Season Highlights: Compensation Trends and Lessons LearnedCompanies can look to these trends to determine the based way forward with respect to compensation decisions.
By Katayun I. Jaffari, Mehrnaz Jalali and John Crozier
10 minute read
April 25, 2024 | The Legal Intelligencer
Long-Awaited SEC Final Rules on Climate-Related Disclosures Face Legal ScrutinyWhile the status of the final rules remains uncertain, the SEC's 2010 climate guidance continues to apply. Companies should continue to consider providing more robust disclosure on climate-related risks and their impact on the company's business, results of operations and financial condition in response to demands from investors and to comply with rules and guidance set forth by the SEC, states, other regulatory agencies and other advisory bodies.
By Katayun I. Jaffari, Mehrnaz Jalali and Rikisha Collins
9 minute read
July 31, 2023 | The Legal Intelligencer
The SEC Increases Disclosure Requirements for Issuer Share RepurchasesThis article focuses on the rule changes as they relate to reporting companies that are domestic issuers, even though certain of the amendments apply more broadly, such as to foreign private issuers.
By Mehrnaz Jalali and Paul D. Hallgren
7 minute read
January 24, 2023 | The Legal Intelligencer
SEC Adopts New Approach to Rule 10b5-1's Affirmative Defense to Insider Trading and Related MattersThe amendments include mandatory cooling-off periods, director and officer certifications, restrictions on multiple overlapping 10b5-1 plans and single-transaction plans and an expanded good faith requirement.
By Mehrnaz Jalali, Kevin Roggow and Paul D. Hallgren
10 minute read
October 31, 2022 | The Legal Intelligencer
Compliance With SEC Pay Versus Performance Rules Quickly ApproachingThe rule requires reporting companies (referred to here as registrants) to provide specific pay versus performance tabular disclosure; a clear description (graphically, narratively or a combination) of the relationship between actual executive compensation paid and financial performance measures; and a tabular list of three to seven financial measures representing the most important financial measures tied to actual compensation.
By Mehrnaz Jalali, Paul D. Hallgren and Rikisha Collins
9 minute read
April 25, 2022 | The Legal Intelligencer
Public Companies Brace Yourselves: SEC Issues Game-Changing Rule on Climate-Related DisclosuresThe SEC's proposed rule on climate-related disclosures demonstrates the changing role of public companies in addressing climate change and sustainability.
By Mehrnaz Jalali and Rikisha Collins
8 minute read
November 01, 2021 | The Legal Intelligencer
Insiders and Companies: Reforms to SEC Rule 10b5-1 Trading Plans May Be On the HorizonOn Sept. 9, the Investor Advisory Committee (the IAC) of the U.S. Securities and Exchange Commission (the SEC) announced recommendations for changes to the rules with respect to Rule 10b5-1 trading plans, those trading plans adopted pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (Rule 10b5-1 plans).
By Katayun I. Jaffari, Mehrnaz Jalali and Paul D. Hallgren
8 minute read
April 29, 2021 | The Legal Intelligencer
SEC Continues Its Trajectory on ESG DisclosuresWhile the SEC has faced criticism for its failure to compel ESG specific disclosures as no new rule-making has been issued just yet, the agency has sent clear signals over the last few months to public companies and investors about its commitment to disclosures of ESG matters.
By Mehrnaz Jalali and Luke T. La Rocca
6 minute read
August 01, 2016 | The Legal Intelligencer
SEC's Radar is on Non-GAAP Financial MeasuresIf you have been reading financial newspapers recently, you are bound to have come across articles about the Securities and Exchange Commission's (SEC) renewed focus on the use of non-GAAP financial measures in public disclosures. The Wall Street Journal recently reported that only 5.7 percent of companies in the S&P 500 index reported 2015 financials using solely GAAP measures. According to research firm Audit Analytics, this figure was 25 percent in 2006. The SEC's concern with the prevalent presentation and misleading use of non-GAAP financial measures was summed up by SEC Chairman Mary Jo White at a Senate hearing where she was quoted saying: "In too many cases, the non-GAAP information, which is meant to supplement the GAAP information, has become the key message to investors, crowding out and effectively supplanting the GAAP presentation." As promised, the SEC has continued to scrutinize non-GAAP disclosures and, in May 2016, issued formal guidance on this topic.
By Katayun I. Jaffari and Mehrnaz Jalali
14 minute read