In a unanimous decision, the US Supreme Court held that pure omissions are not actionable under Rule 10b-5(b) under the Securities Exchange Act of 1934. Rather, the Court found that Rule 10b–5(b) prohibits half-truths, not...more
4/23/2024
/ Anti-Fraud Provisions ,
Disclosure Requirements ,
Filing Requirements ,
Item 303 ,
Omissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Violations
Among the many changes set forth in the U.S. Securities and Exchange Commission’s proposed rules governing climate-related disclosures are the attestation requirements1 covering registrants’ greenhouse gas (GHG) emissions...more
4/13/2022
/ Attestation Requirements ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
Task Force on Climate-related Financial Disclosures (TCFD)
The U.S. Securities and Exchange Commission’s recently proposed rules governing climate-related disclosures, if adopted as proposed, would represent a sea change to the existing public-company disclosure regime...more
In March 2019, the Securities and Exchange Commission adopted final rules amending Regulation S-K and related rules and forms to modernize and simplify disclosure requirements for registrants. These amendments follow from the...more
7/30/2019
/ Amended Regulation ,
EDGAR ,
Electronic Filing ,
Filing Requirements ,
Final Rules ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-T ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
In a cease-and-desist order dated December 26, 2018, the Securities and Exchange Commission enforced rules regarding the disclosure of non-GAAP financial measures, resulting in a $100,000 penalty to the violating issuer. With...more
On November 1, 2017, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission published in Staff Legal Bulletin No. 14I guidance relating to the excludability of certain shareholder proposals...more
11/10/2017
/ Board of Directors ,
Corporate Governance ,
New Guidance ,
No-Action Relief ,
Ordinary Business Exception ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
On September 21, 2017, the Securities and Exchange Commission announced that it approved interpretive guidance to assist registrants in their efforts to comply with the pay ratio disclosure requirement in Item 402(u) of...more
Saudi Aramco’s planned IPO has put the region’s companies in sharp focus for global investors. As GCC nations continue to experience shifts in economic activity, including less government spending, more companies (both state...more
9/15/2017
/ Board of Directors ,
Corporate Governance ,
Financial Statements ,
Foreign Investment ,
Foreign Private Issuers ,
GAAP ,
Global Market ,
Initial Public Offering (IPO) ,
Listing Rules ,
NYSE ,
Publicly-Traded Companies ,
Quorum ,
Saudi Arabia ,
Shareholder Votes
The New York Stock Exchange has amended the provisions of its Listed Company Manual concerning dissemination of material news by listed companies and the circumstances under which the NYSE may halt trading in listed...more