Mark Plichta

Mark Plichta

Foley & Lardner LLP

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Latest Publications


SEC’s Disclosure Requirement on Conflict Minerals Again Ruled Unconstitutional — What Now?

In a long-awaited decision, a three-judge panel of the U.S. Court of Appeals for the District of Columbia Circuit (DC Circuit) reaffirmed its prior decision, striking down one aspect of the SEC’s conflict minerals disclosure...more

8/20/2015 - Conflict Mineral Rules Corporate Counsel Disclosure Requirements En Banc Review First Amendment IPSA SEC Suppliers

SEC Issues Concept Release Requesting Input on Potential Audit Committee Disclosure Requirements

At an open meeting held on July 1, 2015, the Securities and Exchange Commission (SEC) issued a concept release seeking input on whether it should adopt rules requiring additional disclosures for audit committees, with a focus...more

7/14/2015 - Audit Committee Auditors Board of Directors Comment Period Disclosure Requirements Emerging Growth Companies Federal Register Financial Reporting Internal Audit Functions Investors PCAOB Regulation S-K Sarbanes-Oxley SEC

SEC Proposes Rules on Mandatory Pay for Performance Disclosure

On April 29, 2015, the Securities and Exchange Commission (SEC) proposed rules that would require public companies to disclose the relationship between executive compensation and the company’s financial performance. The rules...more

5/6/2015 - Disclosure Requirements Executive Compensation Pay-for-Performance Proposed Amendments Regulation S-K SEC

Failure to Disclose Known Trends or Uncertainties in Public Filings May Create Liability Under Section 10(b)

On January 12, 2015, the U.S. Court of Appeals for the Second Circuit held in Stratte-McClure v. Morgan Stanley that a failure to make a required disclosure under Item 303 of Regulation S-K in a Quarterly Report on Form 10-Q...more

3/2/2015 - Appeals Collateralized Debt Obligations Credit Default Swaps Disclosure Requirements Form 10-Q Morgan Stanley Nvidia Regulation S-K Section 10(b) Securities Securities Fraud

SEC Charges Insiders for Violations of Section 16(a) and Section 13

On September 10, 2014, the Securities and Exchange Commission announced charges against 28 officers, directors, and major shareholders for violating federal securities laws requiring them to report information about their...more

9/17/2014 - Board of Directors Corporate Officers Enforcement Actions Filing Requirements Insider Trading Publicly-Traded Companies SEC Securities Exchange Act Shareholders Strategic Enforcement Plan

Supreme Court of Delaware Finds Fee-Shifting Bylaws Permissible and the Potential Delaware Legislative Response

On May 8, 2014, the Supreme Court of Delaware held that fee-shifting provisions in a non-stock corporation’s bylaws can be valid and enforceable if not enacted for an improper purpose or improperly applied, under Delaware...more

6/10/2014 - ATP Tours Bylaws Corporate Counsel Corporate Governance Delaware General Corporation Law Fee-Shifting

D.C. Circuit Partially Strikes Down SEC Conflict Minerals Rules

On April 14, 2014, the U.S. Court of Appeals for the D.C. Circuit issued its long-awaited decision in the challenge to the SEC’s conflict minerals disclosure rule filed by the National Association of Manufacturers (“NAM”) and...more

4/16/2014 - Administrative Procedure Act Conflict Mineral Rules Disclosure Requirements First Amendment National Association of Manufacturers SEC

SEC Wins Victory in Conflict Minerals Rules Litigation

The SEC’s conflict minerals rules have withstood judicial challenge — so far. On July 23, 2013, the U.S. District Court for the District of Columbia rejected the summary judgment motion of the plaintiffs challenging the...more

7/25/2013 - Conflict Mineral Rules Dodd-Frank First Amendment Free Speech Minerals Natural Resources Resource Extraction SEC

SEC's Netflix Report Confirms Ability to Use Social Media for Reg. FD Disclosures but Cites Risks

In connection with a Facebook post by Netflix CEO Reed Hastings, the SEC issued a report of investigation on April 2, 2013 (Netflix Report) indicating that Regulation FD permits a company to announce material information...more

4/8/2013 - Facebook Investors Netflix Public Disclosure Reed Hastings Regulation FD SEC Social Media

New NYSE Listing Standards Applicable to Compensation Committees and Advisers Now Final

On January 11, 2013, the SEC approved new listing standards regarding independence requirements for compensation committees and compensation advisers of New York Stock Exchange (NYSE) listed companies. The NYSE initially...more

2/18/2013 - Compensation Committee Cure Periods Exemptions Listing Standards NYSE SEC

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