Latest Executive Alert


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 drafted, the SEC’s proposal would require all public companies to: disclose information about their internal processes to identify, assess, manage and oversee climate-related risks; disclose how any identified climate-related risks have had, or are likely to have, a material impact on their businesses and consolidated financial statements over various periods of time; disclose how any identified climate-related risks have affected, or are likely to affect, each company’s strategy, business model, and outlook; disclose information about any transition plans, scenario analyses, or carbon price metrics that a company may have adopted to address climate-related issues; and disclose the impact of any climate-related events (i.e., severe weather events and other natural conditions) within its financial statements. 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. Read this Alert


Recent NIRI Executive Alerts

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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SEC Modernizes Rules on Shareholder Proposals (9/24/20)   

On September 23, 2020, the U.S. Securities and Exchange Commission voted to modernize its rules on shareholder proposals. The amendments to Rule 14a-8, which take effect in 2022, should reduce the number of special interest resolutions that reappear on corporate proxy statements each year despite receiving minimal support. The rules also will require resolution proponents to hold a larger economic stake or continuously own their shares for at least three years.  

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SEC Approves Final Proxy Advisor Rules (7/22/20)   

In a long-awaited victory for public companies, the U.S. Securities and Exchange Commission voted 3-1 on July 22, 2020 to approve new regulations on proxy advisory firms and to issue additional guidance for the institutional investors who hire them.   

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IROs Cope with Greater Workload, Uncertainty During Pandemic (6/4/20)  

Investor relations professionals are working longer hours and receiving more inquiries from investors and analysts during the global coronavirus pandemic, according to a new NIRI survey report.

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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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