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DOJ & SEC Bring Enforcement Actions Against Short Sellers, Highlighting Continued Prevalence of Short Selling Against Public...

The US Securities and Exchange Commission (SEC) and the US Department of Justice (DOJ) recently announced parallel actions against an activist short seller and his firm, charging them with multiple counts of securities fraud....more

Judge Rejects SEC’s Aggressive Approach to Cybersecurity Enforcement

On July 18, 2024, a New York federal judge dismissed most of the US Securities and Exchange Commission’s ("SEC") claims against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer...more

Foreign Private Issuers: Don’t Forget to Confirm Your FPI Status!

As we enter the second half of the year, it is once again time for many foreign private issuers (“FPIs”) to complete their annual assessment of FPI status. The determination of whether an issuer is an FPI must be made as of...more

DOJ’s Novel Application of Insider Trading to 10b5-1 Plans Leads to Conviction

In April, we issued an alert discussing the U.S. Securities and Exchange Commission ("SEC") and Department of Justice’s ("DOJ") expansion of insider trading to 10b5-1 plans. On June 21, 2024, a federal jury in California...more

“Novel” or Not: the SEC and DOJ’s Expansion of Insider Trading to “Shadow Trading” and 10b5-1 Plans Survive Their Days in Court

On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more

SEC Voluntarily Stays Its Climate Rules Pending Judicial Review

On April 4, 2024, less than one month after their adoption, the U.S. Securities and Exchange Commission ("SEC") has chosen to stay its newly adopted climate disclosure rules, pending judicial review (the "Final Rules"). The...more

SEC Adopts Climate Change Disclosure Rules; Court Imposes Temporary Stay

On March 6, 2024, in a 3 to 2 vote of the Commissioners, the US Securities and Exchange Commission (the "SEC") adopted rules that will require public companies to disclose extensive climate change-related information in their...more

Key Considerations for the 2024 Annual Reporting and Proxy Season Part II: Proxy Statements

Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more

Key Considerations for Updating 2023 Annual Report Risk Factors

With the 2023 annual report season upon us, it is time for companies to take stock of risk factors for 10-Ks and 20-Fs, and consider whether recent economic, political, technological, and regulatory developments have had (or...more

SEC Adopts Rule Amendments to Modernize Beneficial Ownership Reporting

On October 10, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g)1 of the Securities Exchange Act of 1934...more

Amending Bylaws and Charters to Address Universal Proxy, Shareholder Activism and Officer Exculpation

As the 2023 proxy season winds down for calendar year companies, it is a good time to consider possible bylaw and charter amendments to address recent developments with respect to universal proxy, shareholder activism and...more

SEC Adopts Amendments Regarding Company “Buybacks”

On May 3, 2023, the US Securities and Exchange Commission (the "SEC") adopted rule amendments to expand the disclosure requirements for issuer stock repurchases. These amendments: - Tabular Disclosure: Create a new...more

Reminder: Deadlines for Changes to Forms 4 and 5 Reporting and Electronic Filing of Form 144

New Checkbox for Forms 4 and 5 Reporting – Effective April 3, 2023 - Starting April 3, 2023, all Forms 4 or 5 filed by insiders of domestic issuers must include a new checkbox to identify any transactions made pursuant to...more

DOJ Antitrust Announces Five More Director Resignations from US Company Boards in Continued Aggressive Clayton Act Section 8...

The Antitrust Division of the US Department of Justice ("DOJ") continues to aggressively pursue alleged illegal interlocking directorates that violate Section 8 of the Clayton Act, and in particular, interlocks involving...more

Key Considerations for the 2023 Annual Reporting and Proxy Season Part II: Proxy Statement

Part I of our two-part Annual Memo series identified important considerations when preparing Annual Reports on Form 10-K in 2023. Part II of this memo below, describes our key considerations for 2023 Annual Meeting Proxy...more

Ten Key Considerations for the 2023 Annual Reporting and Proxy Season Part I: Form 10-K Considerations

Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories: 1. Six Housekeeping Considerations:...more

SEC Adopts Amendments to Rule 10b5-1

On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Plans adopted pursuant to Rule 10b5-1...more

Proxy Advisory Firms Issue 2023 Voting Guidelines

Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more

Corp Fin Issues Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets

In light of the dislocation experienced by the crypto industry in recent months, as demonstrated through a number of highly publicized bankruptcies causing "widespread disruption" in the space, on December 8, 2022, the...more

Corp Fin Issues C&DIs Related to Universal Proxy Rules

On December 6, 2022, the Division of Corporation Finance ("Corp Fin") of the Securities and Exchange Commission ("SEC") issued three new compliance and disclosure interpretations ("C&DIs") related to new Rule 14a-19, the...more

SEC (Finally) Adopts Clawback Rules

On October 26, 2022, the Securities and Exchange Commission ("SEC") adopted its long-awaited final rules on clawbacks. Under these rules, companies listed on the NYSE and Nasdaq will be required to adopt "clawback" policies –...more

DOJ Announces Seven Director Resignations from Five US Public Company Boards in the Most Recent Wave of Reinvigorated Clayton Act...

On October 19, 2022, the Antitrust Division of the Department of Justice announced that seven directors resigned from five different US public company boards of directors following DOJ concerns that their roles violated...more

SEC Releases Electronic Form 144

On September 23, 2022, the Securities and Exchange Commission (the "SEC") released the electronic version of Form 144. This follows the SEC's adoption on June 2, 2022 of rule amendments that require all Forms 144 to be filed...more

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