Latest Executive Alert

 

SEC Adopts Pay Versus Performance Disclosure Rules
(8/26/22)  

Yesterday 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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Recent NIRI Executive Alerts

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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Executive Alerts offer periodic and timely information on regulatory and compliance issues, delivering vital insight and guidance to NIRI members.


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