Last month, the SEC announced another enforcement action emphasizing the need for early disclosure of cybersecurity events. In the recent action, the company had taken three weeks to act on internal alerts of malware on its...more
8/14/2024
/ Chevron Deference ,
Conflicts of Interest ,
Controlling Stockholders ,
Cyber Attacks ,
Cybersecurity ,
Elon Musk ,
Financial Accounting ,
Internal Controls ,
Loper Bright Enterprises v Raimondo ,
Malware ,
Proxy Contests ,
Proxy Statements ,
Ransomware ,
Relentless Inc v US Department of Commerce ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Tesla
SEC Wins “Shadow Trading” Case -
The SEC notched a major win in its recent Panuwat case, described as the first-ever “shadow trading” enforcement action. After a biotech executive learned about his company’s imminent...more
4/30/2024
/ Artificial Intelligence ,
Beneficial Owner ,
Board of Directors ,
Climate Change ,
Compliance ,
Corporate Governance ,
Corporate Transparency Act ,
Cyber Threats ,
Disclosure Requirements ,
Enforcement Actions ,
Enforcement Priorities ,
FinCEN ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more
1/23/2024
/ Acquisitions ,
Balance Sheets ,
Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Statements ,
Foreign Private Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Public Offerings ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more
1/23/2024
/ Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Statements ,
Foreign Private Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
MD&A Statements ,
Public Offerings ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
On October 7, 2023, California Governor Gavin Newsom signed into law two statutes that will require certain companies doing business in California to disclose their GHG emissions (SB 253) and climate-related financial risk...more
12/1/2023
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Filing Deadlines ,
Financial Reporting ,
Governor Newsom ,
Greenhouse Gas Emissions ,
New Legislation ,
Proxy Season ,
Related Parties ,
Shareholder Activism ,
Task Force on Climate-related Financial Disclosures (TCFD)
The FAQs offer practical advice for listed companies implementing compliant policies.
Key Points:
..By December 1, 2023, all companies listed on the NYSE or Nasdaq must adopt clawback policies that comply with listing...more
10/24/2023
/ C&DIs ,
Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Foreign Private Issuers ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
Policies and Procedures ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
SEC Adopts Final Rules on Cybersecurity Disclosures -
The SEC has adopted rules requiring companies to provide disclosure within four business days of determining that a material cybersecurity incident has occurred, and...more
10/18/2023
/ Artificial Intelligence ,
Clawbacks ,
Conflicts of Interest ,
Cyber Incident Reporting ,
Cybersecurity ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Electronic Communications ,
EU ,
Foreign Subsidies ,
New Guidance ,
New Rules ,
Popular ,
Reporting Requirements ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Text Messages
Non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.”
Key Points:
..The McDonald’s Corporation’s response...more
2/6/2023
/ Board of Directors ,
Breach of Duty ,
C-Suite Executives ,
Caremark claim ,
Corporate Governance ,
Corporate Officers ,
Delaware General Corporation Law ,
Fiduciary Duty ,
McDonalds ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/11/2023
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Foreign Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation...
...more
11/4/2022
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Financial Restatements ,
GAAP ,
Incentive Compensation ,
Listing Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
What the proposed rule would mean for registrants and their filings with the SEC.
The US Securities and Exchange Commission’s proposed climate disclosure rule, approved by a 3–1 vote on March 21, 2022, is the agency’s...more
4/6/2022
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The proposed rules would require significant, detailed new climate-related disclosures in annual reports and prospectuses.
On March 21, 2022, by a 3-1 vote, the US Securities and Exchange Commission (the SEC or the...more
The Proposal would have a significant impact on current practices surrounding the use of Rule 10b5-1 plans by public companies and insiders.
On December 15, 2021, the Securities and Exchange Commission (SEC) issued a set...more
1/10/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Proposed Amendments ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/3/2022
/ Acquisitions ,
Balance Sheets ,
Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Form 8-K ,
GAAP ,
Internal Controls ,
JOBS Act ,
MD&A Statements ,
Public Offerings ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s Guide...more
1/3/2022
/ Acquisitions ,
Audits ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Foreign Issuers ,
Foreign Private Issuers ,
GAAP ,
Internal Controls ,
JOBS Act ,
MD&A Statements ,
Rule 144A ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
3/2/2021
/ Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Statements ,
Foreign Issuers ,
Foreign Private Issuers ,
GAAP ,
IFRS ,
MD&A Statements ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
3/2/2021
/ Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Statements ,
Foreign Private Issuers ,
GAAP ,
MD&A Statements ,
Public Offerings ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
The changes would allow more individuals and institutions to invest in private offerings of unregistered securities.
On August 26, 2020, the US Securities and Exchange Commission (SEC) expanded the definitions of...more
Latham’s SEC Team answers seven key questions about pending legislation that could force delisting of foreign companies.
Key Points :
..Latham’s “We’ve Got Washington Covered” SEC Team provides knowledgeable viewpoints...more
SEC Filing Deadline Relief for COVID-19 -
The May 5 Update includes Questions 14-17, which relate to FAQs released by the SEC Division of Corporation Finance on May 5 (Corp Fin FAQs).
In addition, the SEC announced...more
On March 25, 2020, the Securities and Exchange Commission (SEC) issued an order (the March 25 Order) that extended its prior order granting relief from SEC key filing deadlines.
The March 25 Order now covers filings due on...more
The message that environmental, social, and governance issues can drive stockholder value resonates ever more clearly today.
In 2017, Latham lawyers discussed how directors can use environmental, social, and governance...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/13/2020
/ Acquisitions ,
Balance Sheets ,
Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Foreign Private Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
JOBS Act ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Oversight ,
Rule 144A ,
Securities and Exchange Commission (SEC)
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/13/2020
/ Acquisitions ,
Balance Sheets ,
Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Foreign Private Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
JOBS Act ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Oversight ,
Rule 144A ,
Securities and Exchange Commission (SEC)