The members of Maynard Nexsen’s Public Company Advisory Practice counsel public companies and companies aiming to become public on the full range of matters shaping their governance and operation in the public markets. As a continued service to our clients, we provide a quarterly summary of important developments affecting public companies. Top trending items for the fourth quarter of 2023 are listed below (in chronological order and with embedded links to the source materials):

• Nasdaq issued guidance (FAQ 1864) for listed companies on submitting its electronic disclosure form to MarketWatch (October 6, 2023)
• The SEC adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (October 10, 2023)
• The SEC charged SolarWinds and its CISO with fraud and internal control failures relating to allegedly known cybersecurity risks and vulnerabilities (October 30, 2023)
• The Fifth Circuit Court of Appeals stayed effectiveness of the SEC’s share repurchase disclosure rules pending corrections of defects in its rulemaking (October 31, 2023)
• PwC published an updated analysis of SEC comment letter trends (November 1, 2023)
• PwC published a white paper on non-GAAP financial measures (November 2, 2023)
• The SEC announced a new online intake system for Rule 14a-8 (shareholder proposal) submissions (November 7, 2023)
• The SEC Division of Enforcement settled charges against Charter Communications Inc. for violating internal accounting controls requirements relating to its stock buybacks (November 14, 2023)
• Deloitte published a study on SEC comment letter considerations (November 15, 2023)
• Glass Lewis released its 2024 proxy voting policies (November 16, 2023)
• The SEC staff issued five new Compliance & Disclosure Interpretations (CDIs) and updated one CDI addressing its proxy rules, including universal proxy, and Schedule 14A (November 17, 2023)
• The SEC staff issued one new Regulation S-K CDI relating to hyperlinking requirements for exhibits (November 20, 2023)
• The SEC staff issued one new Securities Act Rules CDI relating to the filing fee exhibit for a shelf takedown (November 20, 2023)
• The SEC staff issued two new Interactive Data (XBRL) CDIs (November 20, 2023)
• Ideagen Audit Analytics published a study on financial restatements (November 21, 2023)
• ISS published its proposed changes to its benchmark voting policies (November 21, 2023)
• The SEC staff issued eight new and two revised CDIs addressing its pay-versus-performance disclosure requirements (November 21, 2023)
• The Financial Accounting Standards Board (FASB) issued new segment reporting guidance (November 27, 2023)
• Semler Brossy published guidance for companies considering adjustments to executive compensation payouts (November 29, 2023)
• The SEC’s Fall 2023 Reg Flex Agenda was released, setting out short- and long-term regulatory actions that the SEC plans to take (December 6, 2023)
• The SEC staff issued three new CDIs addressing a company’s efforts to delay Item 1.05 8-K disclosure of a material cyber incident on national security or public safety grounds (December 12, 2023)
• The SEC staff issued one new CDI addressing a company’s efforts to delay Item 1.05 8-K disclosure of a material cyber incident on national security or public safety grounds (December 14, 2023)
• The SEC Director of Corporation Finance issued a statement on cybersecurity disclosure (December 14, 2023)
• The Federal Bureau of Investigation (FBI) provided guidance for companies seeking a delay for SEC cybersecurity reporting (December 18, 2023)
• The Fifth Circuit Court of Appeals vacated the SEC’s share repurchase disclosure rules (December 19, 2023)
• ISS published its final benchmark voting policies for 2024 (December 19, 2023)
• The PCAOB released a report on staff priorities for 2024 inspections and interactions with audit committees (December 20, 2023)
• The International Sustainability Standards Board (ISSB) published amendments to the Sustainability Accounting Standards Board (SASB) standards (December 20, 2023)