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SEC Finalizes Cybersecurity Disclosure Rules for Public Companies

The SEC adopted new rules requiring public companies to (i) disclose material cybersecurity incidents on Form 8-K within four business days of determining that an incident is material, and (ii) periodically disclose their...more

SEC Adopts Share Repurchase Disclosure Rules

Issuers must disclose daily quantitative share repurchase information on a quarterly or semi-annual basis depending on the type of issuer, but not after every repurchase as had been initially proposed - Issuers must...more

SEC Adopts Amendments to Modernize Rule 10b5-1 Insider Trading Plans and Related Disclosures

New conditions to the availability of the affirmative defense under the Rule 10b5-1(c)(1), including a cooling-off period before trading can begin for directors, officers, and other persons (other than issuers) - New...more

The Claws are Sharpened – SEC finalizes Clawback Regulations under Dodd-Frank

The Securities and Exchange Commission (“SEC”) on October 26, 2022, adopted final rules1 directing national securities exchanges and associations,2 to establish listing standards that require public companies to develop and...more

In the Battle of Pay vs. Performance, SEC Declares that Increased Disclosure Wins

The U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2022 finalized the “Pay-versus-Performance” disclosure requirements (the “Final Rules”)1 that originally were proposed on April 29, 2015 (the “Proposed...more

A Repeat Performance – U.S. SEC Taking Another Look At Executive Pay Versus Performance

The Securities and Exchange Commission (SEC) on January 28, 2022, reopened the comment period with respect to its pending “pay versus performance” proposal (Proposed Rule), which would generally require public companies to...more

U.S. SEC Proposes New Share Repurchase/Buyback Disclosure Rules and Amendments to 10b5-1 Plan Regime

As expected, the U.S. Securities and Exchange Commission released two significant rule proposals for issuers on December 15, 2021—one regarding issuer share repurchases and the other regarding issuer and director and officer...more

SEC Approves Nasdaq Board Diversity Rules

On August 6, 2021, the U.S. Securities and Exchange Commission approved rule changes proposed by The Nasdaq Stock Market LLC related to board diversity and disclosure. The board diversity proposal, as approved by the SEC,...more

SEC Streamlines Financial Disclosure Requirements Applicable to Business Acquisition and Disposition Transactions

On May 21, 2020, the U.S. Securities and Exchange Commission (the “SEC”) announced adoption of updates to the financial disclosure requirements of Regulation S-X and related rules applicable to the acquisition and disposition...more

The Claws Are Out – SEC Proposes Clawback Regulations Under Dodd-Frank

Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more

SEC Proposes Pay Versus Performance Disclosure Rules

A divided Securities and Exchange Commission proposed rules on April 29, 2015 that would require U.S. public companies to disclose the relationship between executive compensation “actually paid” and the financial performance...more

SEC Proposes Rules for CEO Pay Ratio Disclosure

On September 18, 2013, the Securities and Exchange Commission issued proposed rules that would require public companies to disclose the median annual total compensation of all their employees and the ratio of such median to...more

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