Last month, the Securities and Exchange Commission (SEC) reemphasized just how serious companies must be about maintaining a vigilant cybersecurity posture and procedures to report cyber incidents in a timely manner....more
6/21/2024
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Materiality ,
Publicly-Traded Companies ,
Regulation SCI ,
Securities and Exchange Commission (SEC) ,
Settlement
In less than three months, public companies and certain foreign private companies will have to take additional steps after cybersecurity breaches: deciding whether an incident meets the materiality threshold that requires...more
9/29/2023
/ Compliance ,
Compliance Dates ,
Corporate Governance ,
Customer Proprietary Network Information (CPNI) ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
FCC ,
Final Rules ,
Foreign Private Issuers ,
Form 8-K ,
Materiality ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On December 4, the U.S. Securities and Exchange Commission (SEC) announced that it had settled charges with The Cheesecake Factory for its allegedly false and misleading disclosures about the COVID-19 pandemic’s effects on...more
On November 19, the U.S. Securities and Exchange Commission (SEC) continued its ongoing efforts to streamline and enhance its disclosure regime by adopting amendments to Items 301, 302, and 303 of Regulation S-K. These...more
12/4/2020
/ Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Sustainability
While it has only been three months since calendar year companies began preparing for their first quarter Form 10-Q filings, in many ways it has felt much longer. In those three months, the U.S. has gone from mostly being...more
As calendar year companies begin preparing for their first quarter Form 10-Q filings, COVID-19-related disclosures will be top of filers’ minds. Yet, frequent and rapid changes in the impacts of COVID-19 and the varied...more
Extension of Filing Periods for Regulatory Relief -
On March 25, the Securities and Exchange Commission announced an extension to the filing periods covered by the conditional regulatory relief previously announced on...more
Public companies impacted by the coronavirus pandemic still have time to access regulatory relief from the Securities and Exchange Commission (SEC) for filings due by April 30. In addition, the SEC is providing companies...more
For companies that have yet to file their Form 10-K or companies that have filed their Form 10-K but are already thinking about their next filing with the Securities and Exchange Commission (SEC), preparing disclosures...more
3/5/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Relief Measures ,
Securities and Exchange Commission (SEC)
On August 17, the SEC announced a sprawling array of rule amendments designed to simplify and update its disclosure requirements. You may recall that the Fixing America’s Surface Transportation (FAST) Act of 2015 directed the...more
In late February, the SEC approved what it labeled “Guidance on Public Company Cybersecurity Disclosures.” And, sure enough, about three-quarters of its 24 pages focus on the various categories and locations of cybersecurity...more
In January, I passed along a list of 12 review and comment priorities distributed at the 48th Annual Institute on Securities Regulation in New York by a panel of speakers that included SEC Chief Accountant Wesley Bricker and...more
Recent proposed rules to modernize and simplify SEC disclosure requirements have gotten a lot of attention. You may recall that the Fixing America’s Surface Transportation (FAST) Act of 2015 directed the SEC to issue a...more
Most companies are now devoting substantial resources and effort to ensuring compliance with the SEC’s new rules requiring disclosure of the ratio of the CEO’s and median employee’s respective annual total compensation....more
As everyone knows by now, the SEC amended Item 402 of Regulation S-K, as required by the Dodd-Frank Act, to state that all companies required to provide executive compensation disclosure under Item 402(c) of Regulation S-K...more
Well, we’re more than half-way through the year, Independence Day has come and gone, the 2018 proxy season is closer than it used to be, and we still don’t know whether pay ratio disclosures will go away.
A brief...more
After more than six years of deliberations, it looks like the revised auditor’s report is about to become reality. On June 1, the PCAOB adopted a new auditing standard that substantially modifies the long-familiar content of...more
The conflict minerals saga continues.
Background -
In April 2014, the Court of Appeals for the D.C. Circuit in National Association of Manufacturers v. SEC held that the conflict minerals rule’s requirement that...more
Not long ago, I wrote about the growth of sustainability reporting among public companies. (See this Doug’s Note.) It is now widely believed that effective sustainability reporting, also called “corporate social...more
Several years ago, voluntary sustainability reporting in proxy statements, annual reports to shareholders, websites and special sustainability reports to various stakeholders began to take hold, even as the SEC continued to...more
Dating back to their adoption in August 2015, as mandated by Dodd-Frank’s Section 953(b), the pay ratio rules have led a strange existence. For a while, companies generally ignored them because their effective date was so far...more
Well, it wouldn’t be February without a “helpful” reminder that Form SD filings are due on May 31st and a new development that casts confusion over the process. This year, the confusion comes in the form of last week’s...more
Every year about this time various organizations compile surveys of, and provide analysis regarding, SEC comment letters issued during the recent year. This can be a useful predictor of hot topics for the coming year and...more
Several significant new accounting standards have refocused the SEC staff’s attention on public company “transition disclosures.” In remarks earlier this year, Wesley R. Bricker, then Deputy Chief Accountant of the SEC,...more
As everyone knows by now, the SEC adopted new pay ratio disclosure rules in August 2015. The good news back then was that the rules are effective for compensation during the first fiscal year beginning on or after January 1,...more