Preparation for 2023 Fiscal Year-End SEC Filings and 2024 Annual Shareholder Meetings

By John P. Condon, Anne L. Bruno, Melanie Ruthrauff Levy, Jacob H. Hupart, Cynthia J. Larose, Breton Leone-Quick, Page R. Hubben, Ellen Shapiro

A number of significant regulatory, legal, market, and ESG-related developments and issues will affect how public companies approach the upcoming year-end reporting process. As in past years, Mintz has prepared an in-depth analysis of regulatory and other developments to assist public companies in preparing for their fiscal year-end filings with the SEC and their annual shareholder meetings.

In this memorandum we delve into the SEC’s new cybersecurity disclosure requirements, recent trends in reverse stock splits, and the SEC’s disclosure requirements for Rule 10b5-1 trading plans and insider trading policies and practices. We also explore how companies are implementing stockholder proposals on officer exculpation, emerging issues related to ESG and executive compensation, and considerations for companies when updating their risk factors and MD&A. Additionally, we provide an update on the policies and practices of the major proxy advisory firms as well as litigation involving securities law and corporate disclosure.

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Preparation for 2022 Fiscal Year-End SEC Filings and 2023 Annual Shareholder Meetings

December 7, 2022| Advisory|

Authors

John Condon

Anne L. Bruno

Member

Anne L. Bruno is a Member at Mintz who advises clients ranging from start-ups to multinational public companies on issues related to corporate and employment law, including executive compensation, employee benefits, securities law, and corporate governance. She is also a key member of the firm’s multidisciplinary ESG practice, helping corporate boards, companies, and their investors navigate a broad range of environmental, social, and governance considerations.

Melanie Ruthrauff Levy

Member

Melanie Ruthrauff Levy is a Mintz attorney who counsels venture and private equity funds and public and private companies in corporate governance, public company reporting, and transactional matters. She represents issuers and financing sources in the life sciences, health care, and tech fields.

Jacob H. Hupart

Member

Jacob H. Hupart is a Member in the firm's Litigation Section and has a multifaceted practice that encompasses complex commercial litigation, including cases involving environmental, securities, and employment claims, as well as class action litigation, white collar criminal defense, and regulatory investigations. His clients sit in a variety of industries, including energy, financial services, education, and the media.

Cynthia J. Larose

Member / Chair, Privacy & Cybersecurity Practice

Cynthia J. Larose is Chair of the firm's Privacy & Cybersecurity Practice, a Certified Information Privacy Professional-US (CIPP-US), and a Certified Information Privacy Professional-Europe (CIPP-E). She works with clients in various industries to develop comprehensive information security programs on the front end, and provides timely counsel when it becomes necessary to respond to a data breach.

Breton Leone-Quick

Member

Breton Leone-Quick is an attorney who advises Mintz clients in the financial services industry in litigation matters and regulatory investigations. He leverages his understanding of federal securities laws and Delaware corporate laws to navigate complex crises and disputes.

Page R. Hubben

Special Counsel

Page R. Hubben is a Mintz attorney who advises public companies on capital-raising transactions, SEC reporting, and corporate governance. She also counsels public and private companies on a broad range of executive compensation and equity compensation arrangements and programs, including equity and incentive plans and related tax, corporate, and securities law concerns.

Ellen Shapiro

Associate

Ellen Shapiro focuses her practice on complex commercial litigation and securities litigation, including shareholder class actions and opt-outs. She represents companies in the life sciences and in other industries and also maintains an active pro bono practice.