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SEC Issues Guidance on Cybersecurity Disclosure

SEC ISSUES GUIDANCE ON CYBERSECURITY DISCLOSURE March 1, 2018 | The Securities and Exchange Commission (SEC) has issued interpretive guidance to assist public companies in preparing disclosures related to cybersecurity risks and incidents. The guidance represents the first of its kind released by the full Commission on the topic of cybersecurity for public companies. The 2018 interpretative release expands on guidance from 2011, which first outlined cybersecurity disclosure obligations. The latest interpretation also addresses two topics not previously developed by SEC staff:...

HAVE AN ESCAPE HATCH: EXIT STRATEGIES FOR UNWINDING JOINT VENTURES

HAVE AN ESCAPE HATCH: EXIT STRATEGIES FOR UNWINDING JOINT VENTURES Starting a joint venture is often exhilarating.  The parties have grand plans for the future, and the decision to launch is most often the result of thorough analysis with a vision for the future and the conclusion that the whole will be significantly greater than the sum of the parts.  The participants are eager to move forward and begin realizing the success of the venture.  Because the venture partners are, at...

SIGNIFICANT DEVELOPMENTS FOR 2018 PROXY STATEMENTS AND ANNUAL REPORTS

SIGNIFICANT DEVELOPMENTS FOR 2018 PROXY STATEMENTS AND ANNUAL REPORTS It is time to begin planning for the 2018 proxy and annual reporting season.  There are several developments this year, most notably the new pay ratio disclosure.  Also, current geopolitical developments require a thorough review of risk factor disclosures in the Annual Report on Form 10-K.  Here is an overview of the key matters that you should consider as you prepare for the proxy and annual reporting season. Pay Ratio Disclosure.  Most public...

TAKE STEPS TO PROTECT YOUR BUSINESS DATA

In the United States, regulation of data is hodgepodge at best. There is not yet comprehensive federal or state legislation covering the production, use or protection of data. While there are laws concerning specific types of information (e.g., HIPAA), and emerging policy statements or “best practices” being adopted by trade or industry groups or, in some cases by government agencies, most of these programs are aimed at protecting personal information of customers or users. There is another business purpose though that...

STRATEGIES FOR THE 2015 PROXY SEASON

During the past decade, the length of proxy statements has doubled – from an average of 30 pages to now 60 pages. Though SEC – mandated enhanced disclosure requirements account for much of it, the increase is also due to the fact that the proxy statement now serves multiple audiences: Shareholder Activists seek a forum for both political and social causes as part of a broader strategy; Institutional Shareholders seek to exert influence to hold companies accountable for what they...