Most Recent Executive Alerts

SEC Adopts Pay Versus Performance Disclosure Rules

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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SEC Rescinds Certain Proxy Advisory Firm Rules Adopted in 2020

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

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

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)

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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