Sara Adler

Los Angeles, San Francisco

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Articles

SEC's Division Of Corporation Finance Issues SLB 14M, Rescinding SLB 14L

1 month ago | mondaq.com | Sara Adler |Joel Greenberg

On February 12, 2025, the SEC's Division of CorporationFinance (Division) issued Staff Legal Bulletin (SLB) No. 14M1. SLB 14Mprovides guidance on the scope and application of Exchange ActRules 14a-8(i)(5) and 14a-8(i)(7), which set forth two of the 13bases upon which companies may exclude shareholder proposals fromtheir proxy materials, as well as other aspects of the rulesgoverning shareholder proposals.
SEC’s Division of Corporation Finance Issues SLB 14M, Rescinding SLB 14L

1 month ago | arnoldporter.com | Sara Adler |Joel Greenberg

On February 12, 2025, the SEC’s Division of Corporation Finance (Division) issued Staff Legal Bulletin (SLB) No. 14M.1SLB 14M provides guidance on the scope and application of Exchange Act Rules 14a-8(i)(5) and 14a-8(i)(7), which set forth two of the 13 bases upon which companies may exclude shareholder proposals from their proxy materials, as well as other aspects of the rules governing shareholder proposals.
SEC Staff Issues New Cybersecurity Interpretations

Jul 1, 2024 | mondaq.com | Joel Greenberg |Sara Adler

AP Arnold & Porter More Arnold & Porter is a firm of more than 1,000 lawyers, providing sophisticated litigation and transactional capabilities, renowned regulatory experience and market-leading multidisciplinary practices in the life sciences and financial services industries. Our global reach, experience and deep knowledge allow us to work across geographic, cultural, technological and ideological borders.
SEC Staff Issues New Cybersecurity Interpretations

Jun 27, 2024 | arnoldporter.com | Sara Adler |Joel Greenberg

On June 24, 2024, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued five new Compliance and Disclosure Interpretations (104B.05-B.09) with respect to Item 1.05 of Form 8-K, summarized below.
SEC Adopts Climate Risk Disclosure Rules

Mar 19, 2024 | mondaq.com | Sara Adler |Robert Azarow |Joel Greenberg |Teresa Johnson

On March 6, the SEC adopted long-awaited rules requiring registrants to provide certain climate-related information in their registration statements and annual reports.1 Although the final rules include more relaxed disclosure requirements than originally proposed, they still require extensive disclosure of (1) information about a registrant's material climate-related risks; (2) the governance and management of such risks; (3) disclosure, when material, of a registrant's greenhouse gas (GHG)...
SEC Adopts Climate Risk Disclosure Rules

Mar 11, 2024 | arnoldporter.com | Sara Adler |Robert Azarow |Joel Greenberg |Teresa Johnson

On March 6, the SEC adopted long-awaited rules requiring registrants to provide certain climate-related information in their registration statements and annual reports.1 Although the final rules include more relaxed disclosure requirements than originally proposed, they still require extensive disclosure of (1) information about a registrant’s material climate-related risks; (2) the governance and management of such risks; (3) disclosure, when material, of a registrant’s greenhouse gas (GHG)...
NYSE Amends Shareholder Approval Rules for Substantial Security Holders

Jan 11, 2024 | arnoldporter.com | Sara Adler |Joel Greenberg

On December 26, 2023, the Securities and Exchange Commission approved New York Stock Exchange rule amendments limiting the “substantial securities holders” to which the shareholder approval requirements of Section 312.03(b)(i) of the NYSE Listed Company Manual (Manual) apply to a newly defined class of “Active Related Parties.” Prior to the amendments, Section 312.03(b)(i) required shareholder approval before an issuance of common stock, or securities convertible into or exercisable for...
SEC Amends Rules Regarding Beneficial Ownership Reporting

Oct 19, 2023 | mondaq.com | Sara Adler |Joel Greenberg

On October 10, the SEC enacted a series of amendments to the rules that govern beneficial ownership reporting.
SEC Amends Rules Regarding Beneficial Ownership Reporting

Oct 17, 2023 | arnoldporter.com | Sara Adler |Joel Greenberg

On October 10, the SEC enacted a series of amendments to the rules that govern beneficial ownership reporting.
2023 Annual Reporting And 2024 Proxy Season — Time To Start Preparing - Corporate Governance - United States

Sep 21, 2023 | mondaq.com | Robert Azarow |Teresa L. Johnson |Jane Norberg |Sara Adler

During 2023, the U.S. Securities and Exchange Commission (the SEC) continued its trend from 2022, actively engaging in regulatory rulemaking, providing disclosure guidance, and undertaking enforcement actions related to public disclosures and disclosure controls. This Advisory provides a summary of the relevant SEC rules and guidance that we expect to have an impact on the upcoming annual reporting and proxy season for calendar year reporting companies.