On July 18, 2024, the U.S. District Court for the Southern District of New York dismissed most of the claims brought by the Securities and Exchange Commission (the “Commission”) against SolarWinds Corp. and its Chief...more
8/13/2024
/ Accounting Standards ,
Chief Information Security Officer (CISO) ,
Cyber Attacks ,
Disclosure Requirements ,
Dismissals ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Fraud ,
Internal Controls ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
SolarWinds
One of the stated goals of the Public Company Accounting Oversight Board (PCAOB) is to preserve external audit quality. To further this priority, the PCAOB regularly invites public company audit committee chairs to have...more
On April 15, 2024, Gurbir S. Grewal, Director of the SEC’s Division of Enforcement, spoke at a compliance and enforcement conference regarding the challenges and potential missteps associated with the increased use of...more
Pessimism surrounding the Federal Reserve’s interest rate hikes, combined with subdued business and consumer confidence as well as geopolitical concerns, weighed heavily on the IPO market in 2023.
With 117 IPOs in 2023...more
The Financial Accounting Standards Board (FASB) was quite active at the end of 2023 and published two notable Accounting Standards Updates (ASUs) that are expected to meaningfully affect public company disclosures regarding...more
As 2023 comes to a close and companies begin preparing their Form 10-K, one question keeps emerging: to check or not to check Form 10-K’s new restatement and compensation recovery (“clawback”) checkboxes?...more
The Public Company Accounting Oversight Board (PCAOB) has had one of its busiest years in recent memory, including with respect to standard setting, inspections and enforcement. Below is a summary of notable developments that...more
10/30/2023
/ American Bar Association (ABA) ,
Audit Committee ,
Audited Financial Statements ,
Audits ,
Comment Period ,
Corporate Governance ,
GAAP ,
Inspections ,
Non-GAAP Financial Measures ,
PCAOB ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Standards ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On Friday, SEC Chief Accountant Paul Munter released a public statement in which he expressed concerns about the risk assessment process of both auditors and management. As a possible harbinger of things to come, the...more
Public companies will soon be required to provide increased transparency about cybersecurity incidents, risk management, strategy and governance as a result of new rules adopted by the Securities and Exchange Commission (the...more
8/14/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On July 26, 2023, in a 3-2 vote, the Securities and Exchange Commission (the “SEC”) adopted new rules for public companies that will require disclosures regarding cybersecurity incidents, as well as cybersecurity risk...more
7/31/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
New Rules ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
The PCAOB recently released a new Audit Committee Resource, which sets forth an updated set of questions that audit committee members may want to consider incorporating into their ongoing engagement with auditors....more
7/13/2023
/ Audit Committee ,
Audits ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Cybersecurity ,
Digital Assets ,
Disclosure Requirements ,
Fraud ,
PCAOB ,
Risk Assessment ,
Special Purpose Acquisition Companies (SPACs)
In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more
12/30/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On Tuesday, the SEC’s Division of Corporation Finance posted updated Compliance and Disclosure Interpretations (C&DIs) regarding Non-GAAP Financial Measures. A summary of the specific changes is set out below, followed by...more
In a surprising 5-0 vote, the SEC yesterday adopted amendments to Rule 10b5-1, the SEC’s rule governing pre-arranged trading plans, as well as amendments to related disclosure and other rules. The amendments impose...more
The long-anticipated rules regarding recovery of erroneously awarded incentive-based compensation, commonly referred to as a “clawback,” were adopted by the Securities and Exchange Commission by a 3-2 vote on October 26,...more
10/31/2022
/ Clawbacks ,
Corporate Counsel ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
Incentive Compensation ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Continuing his recent efforts at clarifying the views of the Office of the Chief Accountant (“OCA”) on various topics, in an October 11, 2022 statement Acting Chief Accountant Paul Munter emphasized the SEC’s focus on auditor...more
Last week, the Securities and Exchange Commission (SEC) filed a complaint in U.S. District Court against a company’s director, former CEO and former CFO for allegedly making false and misleading statements to the company’s...more
9/29/2022
/ Auditors ,
Corporate Counsel ,
Corporate Officers ,
Directors ,
Enforcement Actions ,
Government Investigations ,
Misleading Statements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
After months of closed-door negotiations, the Public Company Accounting Oversight Board (PCAOB) announced on Friday that it has entered into a Statement of Protocol with the China Securities Regulatory Commission (CSRC) and...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted, by a 3-2 vote, the long-anticipated Pay Versus Performance disclosure rules. After two rounds of public comment (see our prior alert and the reopening...more
Segment reporting - a frequent topic of SEC comments and the subject of long-running debate at the Financial Accounting Standards Board (FASB) - continues to appear on the FASB’s Technical Agenda, with some likely changes on...more
The PCAOB recently released a new Audit Committee Resource, which sets forth questions that audit committee members may want to consider incorporating into their ongoing engagement with auditors. The categories of questions...more
8/19/2022
/ Acquisitions ,
Audit Committee ,
Audits ,
Compliance ,
Cybersecurity ,
Fraud ,
Initial Public Offering (IPO) ,
Inspections ,
Internal Controls ,
Mergers ,
PCAOB ,
Publicly-Traded Companies ,
Risk Assessment
The Public Company Accounting Oversight Board (PCAOB) recently released for public comment a draft five-year strategic plan for 2022-2026, setting forth targeted objectives that are oriented around four primary goals: (1)...more
The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more
7/26/2022
/ Comment Period ,
Corporate Governance ,
Proposed Amendments ,
Proposed Rules ,
Proxy Voting ,
Proxy Voting Guidelines ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
SEC Acting Chief Accountant Paul Munter re-emphasized the SEC’s focus on auditor independence in his June 8 statement on “The Critical Importance of the General Standard of Auditor Independence and an Ethical Culture for the...more
Yesterday, the US Securities and Exchange Commission (SEC or Commission) proposed groundbreaking rules intended to enhance and standardize climate-related disclosure requirements for public companies. The SEC’s climate...more
3/23/2022
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC)