Earlier this week, the SEC accused SolarWinds Corporation (“SolarWinds” or the “Company”) and its Chief Information Security Officer (“CISO”) of committing scienter-based securities fraud, among other violations, for...more
11/6/2023
/ Chief Information Security Officer (CISO) ,
Cyber Incident Reporting ,
Cybersecurity ,
Enforcement ,
False Statements ,
Form 8-K ,
Internal Controls ,
NIST ,
Popular ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
SolarWinds
On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the...more
On September 27, 2023, the Division of Corporation Finance (Division) of the U.S. Securities and Exchange Commission (SEC) published an announcement about its anticipated operations in the event of a potential government...more
Based on updates to its rulemaking agenda that were released last week, the U.S. Securities and Exchange Commission (SEC) has delayed approval of two cybersecurity rules until at least October 2023. Both proposed rules were...more
On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more
5/16/2023
/ Disclosure Requirements ,
Foreign Private Issuers ,
Form 10-Q ,
Investors ,
Regulation S-K ,
Repurchases ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Stock Repurchases ,
Trading Policies
On February 15, 2023, the U.S. Securities and Exchange Commission (SEC) adopted rules and amendments to shorten the standard settlement cycle for transactions in most securities from two business days after the trade date...more
On February 10, 2023, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published new Regulation S-K Compliance and Disclosure Interpretations (C&DIs) regarding the...more
Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates...more
12/27/2022
/ Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Internal Revenue Code (IRC) ,
Non-GAAP Financial Measures ,
Popular ,
Principal Executive Office (PEO) ,
Proxy Season ,
Regulation S-K ,
Securities Exchange Act ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Total Shareholder Return (TSR)
On December 14, 2022, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to the affirmative defense in Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the Exchange Act), and adopted...more
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted the pay versus performance disclosure requirements that the agency was directed to promulgate by the Dodd-Frank Wall Street Reform and Consumer...more
On February 10, 2022, the U.S. Securities and Exchange Commission (the SEC) proposed amendments[1] to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934...more
This article focuses on complications arising under the Securities Act of 1933, as amended (“Securities Act”), relating to de-SPACed public companies that may restrict foreclosing lenders from selling shareholdings pledged...more
1/14/2022
/ Former Owners ,
Holding Periods ,
Public Offerings ,
Resales Agreements ,
Rule 144 ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
On December 15, 2021, the U.S. Securities and Exchange Commission (the SEC) proposed amendments which would require that a public company provide more timely disclosure on a new Form SR regarding purchases of its equity...more
On December 15, 2021, the U.S. Securities and Exchange Commission (the SEC) proposed amendments to the affirmative defense in Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and...more
12/17/2021
/ 10b5-1 Plans ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Gary Gensler ,
Good Faith ,
Insider Trading ,
Proposed Amendments ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On November 17, 2021, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to the proxy rules to require (and implement) the use of a universal proxy card in proxy contests for most SEC-registered...more
The Division of Corporation Finance of the U.S. Securities and Exchange Commission recently published a sample letter to companies providing illustrative comments that the Division of Corporation Finance may issue to...more
9/30/2021
/ Clean Air Act ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Division of Corporate Finance ,
Environmental Protection Agency (EPA) ,
Environmental Social & Governance (ESG) ,
FASB ,
Greenhouse Gas Emissions ,
Popular ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On November 24, 2020, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Rule 701 and Form S-8. In a companion release, the SEC also proposed amendments to Rule 701 and Form S-8 to permit, on a temporary...more
On November 19, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments intended to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K.[1] The SEC has eliminated...more
On November 17, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Regulation S-T to permit to the use of electronic signatures in signature authentication documents required under Regulation S-T in...more
On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to amend its rules to harmonize, simplify, and improve the exempt offering framework. The SEC believes that these amendments will promote capital...more
11/19/2020
/ Crowdfunding ,
General Solicitation ,
Harmonization Rules ,
Integration ,
Investment ,
New Amendments ,
New Regulations ,
Offerings ,
Regulation A ,
Regulation D ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Verification Requirements
Institutional Shareholder Services (ISS) has recently provided guidance outlining its approach to proxy voting advice for the 2021 proxy season. ISS adopted updates to its Benchmark Proxy Voting Guidelines (Voting Policy),...more
11/18/2020
/ Arbitration Agreements ,
Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity ,
Incentive Awards ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
S&P ,
Shareholder Litigation ,
Shareholders ,
Term Limits ,
Virtual Meetings
On October 28, 2020, the U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton, together with the directors of three SEC divisions, issued a joint statement relating to complex financial products. The statement...more
On September 23, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its shareholder proposal rule, Rule 14a-8 under the Securities Exchange Act of 1934, which governs the process for a shareholder...more
On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the description of business, legal proceeding, and risk factor disclosures that are required pursuant to Regulation S-K. The SEC has...more
On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the definitions of “accredited investor” in Rule 501(a) under Regulation D and “qualified institutional buyer” in Rule 144A under the...more