What Does 2024 Have in Store for Public Companies? Rules on Climate-Change, Cybersecurity, Shareholder Proposals – and More.

The SEC has targeted finalizing rules on climate-change disclosure and shareholder proposals this year – and plans to propose rules on human capital improvement and corporate board diversity.

Public companies also should familiarize themselves with new cybersecurity disclosure guidance from the SEC, FBI and DOJ, Orrick’s J.T. Ho said in a “Timely Takes” podcast hosted by Corporate Counsel. J.T. appears on the podcast each month to share “J.T.’s Fast Five” – a report to help in-house leaders stay up to speed on the latest development in corporate governance and securities.

The SEC has set April as a target date to share final rules on climate-change disclosure and shareholder proposals, though the timing could change, J.T. said. The agency plans to share proposed rules on human capital management and Regulation D and Form D improvements in the spring, with proposed rules on corporate board diversity and Rule 144 holding period targeted for the fall.

He discussed other “hot topics” in securities law and corporate governance, including:

• Reporting considerations related to the war between Israel and Hamas.
  • Public companies should review the SEC guidance on the war in Ukraine related to risk factors, MD&A and other considerations.
  • “One question that we get a lot from clients is, ‘How should we be responding to this conflict between Israel and Hamas right now in terms of our public disclosures?” he said. “My practical piece of advice is to look at the guidance that the SEC put out with respect to the Ukraine war.”
• ISS's Updated Proxy Voting Guidelines and FAQs
  • The guidelines address proposals related to “say on pay” and executive severance.