See Credit Details Below
Overview
This one-day program will highlight the important changes and updates over the past year in disclosure requirements. The faculty will review SEC, executive compensation and corporate governance developments and provide an overview of the 2022 shareholder proposal season.
Experienced practitioners from law firms and publicly-traded and private companies will not just analyze recent regulatory developments, but they'll also discuss practical and useful best practices for professionals working with disclosure documents. From virtual meeting trends, to analysis of insider trading enforcement, attendees will receive a pragmatic and timely overview of key developments on annual disclosure requirements.
Cybersecurity risk disclosure developments will also be discussed, with an emphasis on trends in ESG and the impact of climate on disclosures. A thorough ethics segment will conclude the day, addressing the issues connected with whistleblower activity and the varying roles attorneys play when handling disclosure documents.
What You Will Learn
- Overview of the 2022 shareholder proposal season and expectations for 2023
- Recent SEC rule changes and proposals
- Trends in independent compensation committee advisers
- Identifying enforcement priorities and their impact on disclosure practices
- Review of legal ethics issues that may arise when preparing disclosure documents
- Appearing and practicing before the Commission: Rule 102(e) proceedings
Program Level: Overview
Intended Audience: Attorneys, accountants, and others responsible for preparing public company disclosures.
Prerequisites: None
Advanced Prep: None
Lecture Topics [Total time 00:07:15]
Segments with an asterisk (*) are available only with the purchase of the entire program.
- Opening Remarks* [00:07:27]
Scott Lesmes - SEC Division of Corporation Finance Developments’ Impact on Annual Disclosure Requirements [01:03:01]
Suzanne A. Barr, Keir D. Gumbs, David M. Lynn, Scott Lesmes - ESG and Other Disclosure Developments [01:01:45]
Suzanne A. Barr, Lillian Brown, Keir D. Gumbs, David M. Lynn, Scott Lesmes - Analysis of the 2022 Proxy Season and Shareholder Proposals [01:01:07]
Lillian Brown, Richard H. Grubaugh, Scott Lesmes - Developments and Best Practices in Executive Compensation [01:01:46]
Edward A. Hauder, Doreen E. Lilienfeld - Learnings from Enforcement and the Impact on Disclosure Practices [01:00:40]
Joan E. McKown, Aaron W. Lipson - Ethics and Whistleblower Developments: Challenges Related to Preparing and Reviewing Disclosure Documents [01:01:53]
Joan E. McKown, Aaron W. Lipson
The purchase price of this Web Program includes the following articles from the Course Handbook available online:
- Complete Course Handbook
- U.S. Securities and Exchange Commission, Exchange Act Sections (Updated June 9, 2022)
- U.S. Securities and Exchange Commission, Exchange Act Form 8-K (Updated March 22, 2022)
- U.S. Securities and Exchange Commission, Sample Letter Sent to Public Companies on MD&A Disclosure Regarding Provisions and Allowances for Loan Losses (Modified August 18, 2009)
- U.S. Securities and Exchange Commission, Sample Letter Sent to Public Companies on MD&A Disclosure Regarding the Application of SFAS 157 (Fair Value Measurements) (Modified September 16, 2008)
- U.S. Securities and Exchange Commission, Press Release, SEC Charges Compass Minerals for Misleading Investors about Its Operations at World’s Largest Underground Salt Mine, Company also Charged for Disclosure Control Failures Involving Mercury Contamination in Brazil (September 23, 2022)
- U.S. Securities and Exchange Commission, Press Release, SEC Charges Tampa-Based Health Insurance Distributor and Its Former CEO with Making False Statements to Investors (July 20, 2022)
- U.S. Securities and Exchange Commission, Press Release, SEC Charges BNY Mellon Investment Adviser for Misstatements and Omissions Concerning ESG Considerations (May 23, 2022)
- U.S. Securities and Exchange Commission, Press Release, SEC Charges Brazilian Mining Company with Misleading Investors about Safety Prior to Deadly Dam Collapse (April 28, 2022)
- U.S. Securities and Exchange Commission, Division of Examinations, Risk Alert, The Division of Examinations’ Review of ESG Investing (April 9, 2021)
- U.S. Securities and Exchange Commission, Hester M. Peirce, Commissioner, Statement, U-Turn: Comments on Proxy Voting Advice (July 13, 2022)
- U.S. Securities and Exchange Commission, Proxy Rules and Schedules 14A/14C (Updated August 25, 2022)
- U.S. Securities and Exchange Commission, Pay Versus Performance, 17 CFR Parts 229, 232, and 240, Release Nos. 34-95607 (August 25, 2022)
- U.S. Securities and Exchange Commission, Regulation S-K (Updated September 21, 2020)
- U.S. Securities and Exchange Commission, FCPA Unit Enforcement Division and U.S. Department of Justice, Criminal Division, A Resource Guide to the U.S. Foreign Corrupt Practices Act (Second Edition)
- Jones Day, White Paper, SEC Enforcement in Financial Reporting and Disclosure: Summer 2022 Update (August 2022)
Joan E. McKown - Jones Day, Alert, Jones Day Submits Comment Letter on SEC’s Proposed Climate-Related Disclosure Rules (June 2022)
Joan E. McKown - Alyssa L. Aubuchon, Michael G. Fischer and Olga Gidalevitz, Ph.D., Jones Day, Insights, SEC Proposes New Disclosure Requirements for ESG Funds (May 2022)
Joan E. McKown - U.S. Securities and Exchange Commission, Allison Herren Lee, Former Commissioner, Remarks at PLI’s Corporate Governance—A Master Class 2022, Send Lawyers, Guns and Money: (Over-) Zealous Representation by Corporate Lawyers (March 4, 2022)
- Jones Day, Insights, Eliminating Significant Gotchas: Sustainability Report Edition (July 2022)
Joan E. McKown - Roman Darmer, et al., Jones Day, SEC Announces Proposed Amendments to Whistleblower Program Rules (February 14, 2022)
Joan E. McKown
Presentation Material
- Corporate Finance Developments and Priorities
Suzanne A. Barr, Keir D. Gumbs, David M. Lynn - Non-Traditional & Emerging Disclosure Developments
Suzanne A. Barr, Lillian Brown, Keir D. Gumbs, David M. Lynn - Analysis of the 2022 Proxy Season and Shareholder Proposals
Lillian Brown, Richard H. Grubaugh, Scott Lesmes - Developments and Best Practices in Executive Compensation
Edward A. Hauder, Doreen E. Lilienfeld - Learnings from Enforcement and the Impact on Disclosure Practice
Aaron W. Lipson, Joan E. McKown - Ethics and Whistleblower Developments - Challenges Related to Preparing and Reviewing Disclosure Documents
Aaron W. Lipson, Joan E. McKown
This one-day program will highlight the important changes and updates over the past year in disclosure requirements. The faculty will review SEC, executive compensation and corporate governance developments and provide an overview of the 2022 shareholder proposal season.
Experienced practitioners from law firms and publicly-traded and private companies will not just analyze recent regulatory developments, but they'll also discuss practical and useful best practices for professionals working with disclosure documents. From virtual meeting trends, to analysis of insider trading enforcement, attendees will receive a pragmatic and timely overview of key developments on annual disclosure requirements.
Cybersecurity risk disclosure developments will also be discussed, with an emphasis on trends in ESG and the impact of climate on disclosures. A thorough ethics segment will conclude the day, addressing the issues connected with whistleblower activity and the varying roles attorneys play when handling disclosure documents.
What You Will Learn
- Overview of the 2022 shareholder proposal season and expectations for 2023
- Recent SEC rule changes and proposals
- Trends in independent compensation committee advisers
- Identifying enforcement priorities and their impact on disclosure practices
- Review of legal ethics issues that may arise when preparing disclosure documents
- Appearing and practicing before the Commission: Rule 102(e) proceedings
Program Level: Overview
Intended Audience: Attorneys, accountants, and others responsible for preparing public company disclosures.
Prerequisites: None
Advanced Prep: None