Overview

As publicly-held companies prepare for their annual shareholders meetings this year, they will be making more extensive disclosures than ever before regarding their risk management, governnce and compensation policies and practices.

Private equity portfolio companies and their sponsors may be surprised to learn that many of the new SEC rules, which had their genesis in the concerns of institutional shareholders, also apply to companies that do not solicit proxies from public shareholders for the election of directors.

Companies in this group include those required to file Annual Reports on Form 10-K because they have publicly-held debt or have made a public offering of securities within the past year or have voluntarily subjected themselves to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended. Accordingly, privately-held portfolio companies of private equity sponsors that have publicly-held debt will be required to comply with these new requirements.

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