Publications
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03.18.2024 (UPDATED 04.05.2024)The SEC’s Climate Disclosure Rule Has Arrived: Scope 3 Is Out—But What Is In?UpdatesAfter nearly two years of public comments and deliberation, the U.S. Securities and Exchange Commission adopted a Final Rule on Mandatory Climate Disclosures. Most notably, the Final Rule requires companies to report certain greenhouse gas emissions and material climate impact information in their registration statements and annual reports.
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12.14.2023Preparing for the 2024 Public Company Reporting SeasonUpdatesIn anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2024.
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12.11.2023Think Public and Large Companies Are Entirely Exempt From the Corporate Transparency Act? Think Again.UpdatesKey portions of the Corporate Transparency Act will take effect on January 1, 2024, requiring an estimated 30 million “reporting companies” to disclose to the federal government information and documentation about the entity’s beneficial owners and keep that information current.
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08.08.2023It’s Official: Cybersecurity Disclosure Is Coming This YearUpdatesThe U.S. Securities and Exchange Commission adopted final rules on July 26, 2023, requiring public companies to provide current disclosure, within what may be a short time window, about material cybersecurity incidents and to include disclosure relating to cybersecurity risk management, strategy, and governance in annual reports.
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08.02.2023How The Fashion Industry Can Mitigate ESG-Related RisksArticlesThe fashion industry, known for its dynamic and ever-evolving nature, is embracing environmental, social and governance principles like never before.
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12.19.2022Preparing for the 2023 Public Company Reporting SeasonUpdatesIn anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2023.
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03.30.2022What Companies Should Know Now About the SEC’s Proposed Rule on Mandatory Climate Disclosures—and How to Plan AheadUpdatesThe U.S. Securities and Exchange Commission on March 21, 2022, proposed detailed and wide-ranging requirements for publicly traded companies to disclose their greenhouse gas (GHG) emissions and climate risks in their registration statements and annual or other periodic reports.
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01.07.2022Preparing for the 2022 Public Company Reporting SeasonUpdatesDuring 2021, the U.S. Securities and Exchange Commission (SEC) adopted rule changes and provided public companies with useful guidance on various topics.
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2021The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives - Sixth EditionLawyer PublicationsOur sixth edition of The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives, provides a “plain English” guide for directors, officers, and other executives seeking to familiarize themselves with legal and other board and management issues facing public or soon-to-be-public companies.
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07.13.2021Sustainability Disclosures: What Is Material?UpdatesIn this issue of the Perkins Coie Summer Sustainability Series, we discuss the debate over the materiality of ESG disclosures to investors and suggest action items for companies considering increased disclosures on these topics.
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04.12.2021A Checklist for Companies Considering Whether to Speak on Political IssuesUpdatesCurrent events have sparked a significant change in private businesses' political behavior, as companies and their executives shift from nonpartisan observers to leaders taking on political and social causes. While companies may face pressure from some stakeholders to speak out on every issue of the day, that level of engagement may not be feasible or productive. In this update, we provide a road map for companies and their executives to follow when deciding whether and how to engage in political and social issues.
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04.13.2021SEC Speaks Out on SPACsUpdatesThe accelerating trends of Special Purpose Acquisition Companies (SPACs) going public and private companies being acquired by SPACs do not appear likely to abate anytime soon. In response, the SEC made several public statements in recent weeks highlighting their scrutiny of SPACs and the risks for all parties involved. This update analyzes the SEC’s recent public statements and identifies key issues for SPAC participants to consider.
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03.08.2021Climate Change Takes Center Stage at the SECUpdates
Over the past few weeks, the U.S. Securities and Exchange Commission has taken several actions that put climate change front and center, reflecting the importance to many investors of climate change related disclosures.
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01.20.2021SPACs: Frequently Asked QuestionsLawyer PublicationsAmong other things, 2020 will be remembered as a year that saw a boom in the use of Special Purpose Acquisition Companies (SPACs) as a robust alternative to an initial public offering (IPO). A SPAC is a company formed to raise capital in a public offering, with the offering proceeds serving as a blind pool of funds held in trust to finance the acquisition of one or several unidentified targets.
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01.19.2021SEC Modernizes Reg S-K Financial and MD&A Disclosure RulesUpdatesThe U.S. Securities and Exchange Commission recently adopted amendments to certain financial data and management’s discussion of financial information disclosure requirements in Regulation S-K.
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12.07.2020Preparing for the 2021 Public Company Reporting SeasonUpdatesIn anticipation of the upcoming reporting season, we highlight rule changes, guidance, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2021.
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12.02.2020
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10.09.2020Early Takeaways From SEC's FY 2020 Fraud EnforcementArticles
Law360
After a positive year of financial fraud enforcement in fiscal year 2019, the U.S. Securities and Exchange Commission's Division of Enforcement posted quality cases in fiscal year 2020. -
09.29.2020SEC Adopts Amendments to Modernize Shareholder Proposal RuleUpdates
The U.S. Securities and Exchange Commission on September 23, 2020, adopted final amendments to Rule 14a-8, which governs the process for shareholder proposals submitted for inclusion in a company’s proxy statement.
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09.02.2020SEC Modernizes Reg S-K Disclosure Rules for Business, Legal Proceedings, and Risk FactorsUpdatesThe U.S. Securities and Exchange Commission on August 26, 2020, approved the first significant amendments to the rules governing the description of business, legal proceedings, and risk factor disclosures in SEC filings in over thirty years.
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08.11.2020SEC Amends Proxy Rules Relating to Proxy Advisers and Supplements Proxy Voting Guidance for Investment AdvisersUpdatesThe U.S. Securities and Exchange Commission on July 22, 2020, adopted final amendments to its proxy solicitation rules to codify the SEC’s longstanding view that proxy voting advice generally constitutes a solicitation within the meaning of the federal proxy rules and is subject to anti-fraud rules.
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08.10.2020Investor Focus on SustainabilityUpdatesCompanies across industries—from retail to high tech to financial services—are touting their sustainability initiatives to attract and retain customers and employees.
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07.2020/08.2020Accelerating Gender Diversity on Boards: Reviewing Legislative ActionArticlesFor the past generation, mainstream public companies in America have slowly increased the gender and racial diversity of their boards of directors to better reflect the faces of the American consumer and the shareholder base.
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06.01.2020SEC Updates Rules for Financial Statements for M&AUpdates
The U.S. Securities and Exchange Commission on May 21, 2020, adopted amendments to Regulation S-X (Reg S-X) for financial statements related to acquisitions and dispositions of businesses.
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03.24.2020Public Disclosures and Securities Compliance to Address in a Time of CrisisUpdatesThe immediate and possibly severe financial and business impacts of the coronavirus (COVID-19) outbreak have resulted in public companies closely reviewing their public disclosures and related securities compliance.
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03.13.2020COVID-19: Public Company Annual Meeting ConsiderationsUpdates
As the effects of the coronavirus (COVID-19) continue to develop, public companies are faced with a variety of concerns, including the impact “social distancing” recommendations and restrictions will have on annual shareholder meetings.
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11.20.2019Opinion: Equity in Boardrooms Goes Beyond NumbersLawyer PublicationsThis year has seen a host of headlines trumpeting the results of efforts over the past several years to increase gender equality in the boardroom.
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11.07.2019SEC Staff Provides Additional Guidance on Shareholder ProposalsUpdates
The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy season.
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10.31.2019SEC's Fraud Enforcement Shows Quality, If Not QuantityArticles
Law360
In September 2018, shortly before the beginning of the U.S. Securities and Exchange Commission's 2019 fiscal year, SEC Division of Enforcement Co-Director Stephanie Avakian discussed the standard by which the enforcement program should be judged. -
08.20.20192019 Corporate Governance Hot TopicsUpdates
The following update highlights recent corporate governance hot topics and trends for directors of public companies.
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07.2019 / 08.2019Building Strength From (Material) Weakness: Audit Committee Oversight of Internal ControlsArticlesRecent high-profile media reports of corporate malfeasance provide ample examples of negative impacts that can be traced to poor tone at the top—senior leadership’s role in setting and enforcing the priorities and values of the company.
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04.29.2019SEC’s FAST Act Disclosure Simplification Amendments Effective May 2UpdatesThe Securities and Exchange Commission (SEC) recently adopted rule amendments to modernize and simplify certain disclosure requirements in Regulation S-K and related SEC rules and forms.
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12.11.2018Preparing for the 2019 Public Company Reporting SeasonUpdatesDuring 2018, the SEC issued rule updates and guidance that are intended to ease certain public reporting requirements and clarify the SEC’s position with respect to the shareholder proposal process. While the SEC is taking steps aimed at decreasing public company disclosure burdens, the investor community is sharpening its focus on public company actions and reporting on environmental, social and governance issues. In anticipation of the upcoming reporting season, we highlight rule changes, guidance and trends for public companies to consider in preparing annual report and proxy disclosures in 2019.
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10.24.2018SEC 21(a) Report Warns Public Company Email Scam Victims of Bigger Problems Than Stolen MoneyUpdatesKnown by many names, including business email compromise fraud, CEO or CFO fraud, impersonation attacks, or “Man-in-the-Email” scams, cyber-related frauds involving spoofed or otherwise compromised business electronic communications continue to be an increasingly pervasive threat to businesses of all sizes, including public companies.
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10.04.2018INSIGHT: Ten Tips for Investor Relations WebsitesArticlesPublic companies use their investor relations websites to conveniently disseminate important corporate news and information, and many investors and other interested parties in turn rely on those websites as a primary source of such news and information. To continue reading the full article, click here.
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02.23.2018SEC on Cybersecurity: Jay Clayton’s “Light Touch”UpdatesThe U.S. Securities and Exchange Commission (SEC) issued its first formal interpretative release on public company disclosure obligations relating to cybersecurity since the SEC Division of Corporation Finance’s guidance in 2011.
This update was republished in Bloomberg BNA's White Collar Crime Report on 03.16.2018, "New SEC Cybersecurity Guidance Reflects Clayton's 'Light Touch'," and Bloomberg's Big Law Business on 03.13.2018, "SEC on Cybersecurity: Jay Clayton’s “Light Touch." -
12.12.2017Preparing for the 2018 Public Company Reporting SeasonUpdates
In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018.
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11.2017/12.2017‘Is That a Target on Your Back?’: Board Cybersecurity Oversight Duty After the Target SettlementArticles
The Corporate Governance Advisor, Volume 25, Number 6
In the wake of the onerous settlement imposed on Target Corporation arising from its data breach, the cyberattack against Equifax and its aftermath, the U.S. Securities and Exchange Commission’s (SEC’s) own questionable handling of its data breach, and ongoing data breach lawsuits against directors, public company directors are rightfully concerned about their cybersecurity oversight duty. -
08.18.2017Get Ready for Mandatory SEC Exhibit Hyperlinks Beginning September 1UpdatesThe Securities and Exchange Commission’s final rules requiring hyperlinking of exhibits to SEC filings will be effective for most public companies on September 1, 2017.
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12.01.2016Preparing for the 2017 Public Company Reporting SeasonUpdates
In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends that may impact public companies in 2017.
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11.07.2016Changing Proxy Rules: SEC Proposes to Require Universal Proxy CardsUpdatesThe SEC, by a two-to-one vote on October 26, 2016, proposed amendments to its proxy rules to require universal proxy cards in contested director elections at annual meetings of listed U.S. public companies.
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11.2016 / 12.2016When the Private Becomes Public: Disclosing the Illness of the CEOArticles
The Corporate Governance Advisor, Volume 24, Number 6
When a public company senior executive falls seriously ill or otherwise requires a leave of absence, the executive must juggle challenging personal issues while considering his or her responsibilities as an officer. -
05.24.2016SEC Continues to Turn the Screw on Non-GAAP Financial Disclosures With Updates to Compliance & Disclosure InterpretationsUpdatesContinuing the SEC’s recent focus on companies’ use of non-GAAP financial measures, the staff of the SEC Division of Corporation Finance issued updated guidance on May 17, 2016 that addresses compliance issues under Regulation G and Item 10(e) of Regulation S-K.
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05.2015 / 06.2015Board Tools for Oversight of Cybersecurity RiskArticles
Corporate Governance Advisor, Volume 23, Number 3
In exercising a board’s duty of oversight, the magnitude and complexity of cybersecurity risk present special challenges. -
02.12.2015Proxy Access Update—Director of SEC Division of Corporation Finance Remarks on Decision to Suspend No-Action Relief Based on Rule 14a-8UpdatesOn February 10, 2015, Keith Higgins, Director of the SEC Division of Corporation Finance, provided his informal views on the Division’s controversial decision to “express no views” on the application of Exchange Act Rule . . .
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09.24.2014Delaware Chancery Court Applies M&F Worldwide Six-Factor Test in Private Company Freeze-Out Merger and Grants Motion to Dismiss Claims Against Controlling StockholdersUpdatesIn a bench ruling in Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Aug. 27, 2014), the Delaware Chancery Court relied on the six-factor test set out in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), to dismiss a challenge to a private company freeze-out merger at the pleadings stage.
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03.25.2014M&F WorldWide: Delaware Supreme Court Upholds Business Judgment Review in Controlling Stockholder TransactionUpdatesWhen a controlling stockholder’s buyout of a company has been challenged by minority stockholders, Delaware courts have generally subjected the transaction to entire fairness review, the most rigorous standard of review in corporate law
Presentations
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12.30.2023New SEC Corp Fin RulesSpeaking EngagementsPanelist
Northwestern Securities Regulation Institute -
07.13.2023Proxy Season Deep Dive: 20 ThingsWebinarsThis proxy season review did a deep dive on the latest developments and issues that transpired from yet another wild proxy season, including shareholder engagement, universal proxy, shareholder proposal and voting trends—as well as a bevy of practice tips for the next proxy season.
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06.13.2023Interactive Director Roundtable Series Steering through the Storm: The Board’s Role in Crisis ManagementSpeaking EngagementsPerkins Coie LLP / Seattle, WA
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12.01.2022Proxy Season Roundtable: What You Need to Know NowWebinars
This proxy season preview covered all you need to know about the latest issues, including the SEC’s new pay-for-performance rules, shareholder engagement, and shareholder proposal trends, as well as a bevy of practice tips that you can use for this upcoming proxy season.
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11.11.2022Legal Implications of Canopy’s U.S. Hold Co. AnnouncementSpeaking EngagementsCowen Washington Research Group / VirtualBarak Cohen and Allison Handy were hosted by Cowen’s Cannabis Research Team, Vivien Azer and Jaret Seiberg, to discuss the implications of Canopy’s recent U.S. Holding Company announcement.
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09.21.2022
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07.14.2022
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05.24.2022The SEC’s Climate/Cyber Rulemakings – Your Action Items NowSpeaking EngagementsWebinarThis webinar covered the practical side of the U.S. Security and Exchange Commission’s (SEC) recent climate and cybersecurity disclosure rule proposals.
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12.01.2021
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11.03.2021
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06.09.2021The ESG Cutting Edge: Reporting & EngagementWebinars
A proxy season post-mortem on all the latest ESG issues. The program covered the tools needed to nimbly move forward in a rapidly shifting environment.
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06.08.2021
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04.01.2021Engaging with Politics and Social Movements: Legal Issues for BusinessesSpeaking Engagements
Panelist
Association of Corporate Counsel Oregon Chapter / Webinar -
01.01.20218 Things About The 2021 Proxy Season You Should KnowSpeaking EngagementsProxy Season Spectacular Conference / Zippy Point Video
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01.01.2021Board Diversity Truly MattersSpeaking EngagementsProxy Season Spectacular Conference / Zippy Point Video
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10.14.2020
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10.14.2020
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10.13.2020
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12.10.2019Proxy Roundtable BriefingSpeaking EngagementsGeorgeson and Perkins Coie / Seattle, WA
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09.12.2019Advanced Disclosure TopicsPanel Presentation
SEC Hot Topics Institute / Seattle, WA -
03.21.2019What Women Know: Joining a Corporate BoardSpeaking EngagementsPanel Presentation / Seattle, WA
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11.30.2017Cybersecurity, the Chief Legal Officer and the Board; Roles for In-House Counsel in Preventing and Managing Data Breaches and Other Cybersecurity ConcernsSpeaking EngagementsPanel Presentation
WSBA Corporate Counsel Institute and Annual Meeting / Seattle, WA -
11.30.2017Pre-IPO Considerations for Private CompaniesWebinarsPerkins Coie
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10.10.2017IPO Readiness WorkshopSpeaking EngagementsPublic Companies Seminar Series / Seattle, WAAn intensive workshop for executive officers and chief financial officers of pre-IPO companies that featured leaders from Deloitte, Nasdaq, Perkins Coie and Wells Fargo as they provided guidance on current market conditions, legal considerations and managing the IPO process.
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06.06.2017Virtual Annual Meetings Roundtable LeaderSpeaking EngagementsThe Corporate Counsel Women’s 100 Conference / Palo Alto, CA