Most Recent Executive Alerts
SEC Adopts Final Rules on Climate-Related Disclosures
(3/6/24)
The SEC adopted final rules to require public companies to disclose certain climate-related information.
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SEC Adopts Final Rules on Investor Short Sale Reporting
(10/16/23)
The SEC adopted new Rule 13f-2 to increase short position reporting to the SEC by institutional investment managers.
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SEC Adopts Final Rules Modernizing Beneficial Ownership Reporting
(10/10/23)
The SEC adopted amendments to modernize Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.
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SEC Issues Final Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure
(7/27/23)
The SEC issued final rules requiring disclosure of material cybersecurity incidents on Form 8-K and periodic disclosure of a registrant’s cybersecurity risk management, strategy, and governance in annual reports.
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SEC Adopts Pay Versus Performance Disclosure Rules
(8/26/22)
The SEC adopted final rules requiring public companies to disclose executive pay versus performance information. Pay versus performance disclosure was originally mandated in 2010 by the Dodd-Frank Act. The SEC first proposed rules in 2015, then reopened the comment period earlier this year, substantially changing and expanding the 2015 proposal.
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SEC Rescinds Certain Proxy Advisory Firm Rules Adopted in 2020
(7/13/22)
The SEC held an Open Meeting this morning and took two actions: (1) it issued a final rule regarding proxy advisory firms (PAF), and (2) it issued a proposed rule on shareholder proposals (Rule 14a-8). Both were approved on 3-2 party line votes, with the Democratic Commissioners voting yes and the Republican Commissioners voting no.
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NIRI Submits Comment Letter on SEC Climate Change Disclosure Rule
(6/22/22)
NIRI filed a comment letter in response to the March 21, 2022 SEC rule proposal to mandate certain climate-related disclosures by public companies. In summary, NIRI recommends the SEC employ a more flexible, principles-based approach rooted in the materiality standard for any new disclosure standards.
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SEC Releases New Climate Change Disclosure Rule
(3/21/22)
On March 21, 2022, the SEC released a proposed rule to to mandate certain climate-related disclosures by public companies. As written, it is an extremely significant and far-reaching proposal that would effectively create an extensive new disclosure regime. NIRI plans to submit a comment letter on this significant proposed rulemaking and will provide more information about how to contribute to that effort in the near future.
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NIRI and the Issuer Community Achieve Regulatory Victory on 13(d)
(2/10/22)
On February 10, 2022, the SEC released a proposed rule to modernize Section 13(d) of the Securities Exchange Act of 1934. Under the proposal, activist investors would be required to disclose a 5% position with five (5) days of reaching that threshold. And any derivatives used for the purpose of changing or influencing the control of a public company would be treated the same as a long equity position and count towards the 5% threshold.
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