The U.S. Securities and Exchange Commission (“SEC”) earlier this year adopted rules requiring public companies to provide enhanced disclosure of material cybersecurity incidents, as well as cybersecurity risk management,...more
The Securities and Exchange Commission (“SEC”) recently adopted new rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident disclosure by public companies that...more
The SEC adopted three new rules in 2022 that significantly expand compensation committees’ agenda for this year. The rules cover pay versus performance, clawbacks and insider trading.
Originally published in Corporate...more
On March 21, 2022, the SEC proposed sweeping new disclosure requirements that would require public companies (both US issuers and foreign private issuers) to provide information about climate-related risks.
Originally...more
The Securities and Exchange Commission (“SEC”) has proposed rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and cybersecurity incident reporting by public companies...more
On August 26, 2020, the Securities and Exchange Commission (“SEC”) adopted new rules amending the definition of “accredited investor” in Regulation D under the Securities Act of 1933, which according to SEC Chairman Jay...more
On June 23, 2020, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued CF Disclosure Guidance: Topic No. 9A, Coronavirus (“COVID-19”)—Disclosure Considerations Regarding Operations,...more
The Delaware Supreme Court’s June 2019 decision in Marchand v. Barnhill emphasized the importance of a board-level compliance and reporting system to oversee a company’s operations...more
On March 25, 2020, the Securities and Exchange Commission (“SEC”) issued guidance regarding disclosure and securities law obligations companies should consider in connection with the COVID-19 pandemic. The SEC made it clear...more
On Friday, March 13, 2020, the Federal Trade Commission (“FTC”) issued a press release regarding changes to the procedures for submitting and reviewing pre-merger notification filings under the Hart-Scott-Rodino (“HSR”) Act...more
In a long-awaited decision, on July 31, 2018, the Office of the Comptroller of the Currency announced that it will move ahead with accepting applications for national bank charters from nondepository FinTech companies. While...more
On February 21, 2018, the U.S. Supreme Court issued a much anticipated decision in Digital Realty Trust, Inc. v. Paul Somers that the anti-retaliation protections of the Dodd-Frank Wall Street Reform and Consumer Protection...more
3/2/2018
/ Anti-Retaliation Provisions ,
Digital Realty Trust Inc v Somers ,
Dodd-Frank ,
Internal Reporting ,
Reporting Requirements ,
Retaliation ,
Sarbanes-Oxley ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Whistleblower Protection Policies ,
Whistleblowers
As the breaking news tells us every day, we are in a transformative time when it comes to how harassment is reported and handled in the workplace. From Hollywood to Rockefeller Center, and everywhere in-between, employers...more
In May 2017, Nasdaq published a report titled The Promise of Market Reform: Reigniting America’s Economic Engine. The report stems from Nasdaq’s concern about the state of U.S. pubic markets, which have become “more complex...more
On February 16, 2017, the Advisory Committee on Small and Emerging Companies (“Advisory Committee”) provided a recommendation to the SEC regarding corporate board diversity.
The Advisory Committee was organized in 2011...more
The corporate governance focus has traditionally been on executive compensation, rather than on director compensation. Compensation Discussion and Analysis and executive compensation tables in proxy statements, say-on-pay...more
It seems to be a very simple question that does not always produce a clear-cut response. A group of high profile executives, including CEOs of major US corporations, tried to reach consensus on commonsense principles that are...more
On June 27, 2016, SEC Chair Mary Jo White delivered a speech, which focused, in part, on non-GAAP financial measures, which have become the new old “hot button” issue for the SEC. Chair White strongly urged companies to...more
On April 29, 2016, the Council of Institutional Investors (CII) published its new Special Report, Prioritizing Cybersecurity: Five Investor Questions for Portfolio Company Boards.
...more
On April 13, 2016, the SEC issued a Concept Release, Business and Financial Disclosure Required by Regulation S-K. In this release, which is part of the SEC’s initiative to review and improve its disclosure requirements, the...more
On October 30, 2015, the Securities and Exchange Commission (SEC) adopted new Regulation Crowdfunding to implement the requirements of the Jumpstart Our Business Startups Act. Regulation Crowdfunding prescribes rules...more
The amended Regulation A became effective on June 19, 2015, and the SEC has recently provided helpful guidance about it. On June 18, 2015, the SEC made available “Amendments to Regulation A: A Small Entity Compliance Guide”...more
On June 19, 2015, amended Regulation A recently adopted by the SEC will become effective. The new Regulation A, mandated by the JOBS Act and often dubbed as Regulation A+, is a significant improvement over the old Regulation...more
On February 5, 2015, the Securities and Exchange Commission charged Broadwind Energy, Inc. (Broadwind), its former Chief Executive Officer and its Chief Financial Officer for accounting and disclosure violations that, as the...more
We have previously blogged about Commissioner Aguilar’s recommendations at a NYSE conference, “Cyber Risks and the Boardroom” on what boards of directors should do to ensure that their companies are appropriately considering...more
11/20/2014
/ Corporate Counsel ,
Corporate Officers ,
Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Derivative Suit ,
Directors ,
Hotels ,
Personally Identifiable Information ,
Shareholders ,
Wyndham