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Board of Directors Securities and Exchange Commission (SEC) Disclosure Requirements

Steptoe & Johnson PLLC

New York Federal Court Refuses to Extend Accounting Controls Requirements to Cybersecurity Controls

Section 13(b)(2)(B) of the Securities Exchange Act of 1934 requires public companies to “devise and maintain a system of internal accounting controls.” In a recent opinion, a New York federal court rejected the Securities...more

Skadden, Arps, Slate, Meagher & Flom LLP

Takeaways From the Dismissal of SEC Claims Against SolarWinds and Its CISO

The U.S. District Court for the Southern District of New York has dismissed many of the Securities and Exchange Commission’s (SEC’s) claims against software development company SolarWinds and its chief information security...more

Holland & Knight LLP

SEC Cyber Enforcement Update: Which Way Are the SolarWinds Blowing? (Update)

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This Holland & Knight blog post is the second installment in a two-part series that examines the challenges to the U.S. Securities and Exchange Commission's (SEC) charges in its landmark case against SolarWinds Corp....more

BCLP

SDNY Dismisses Majority of SEC Landmark Charges Against SolarWinds and CISO

BCLP on

On July 18, 2024, District Court Judge Engelmayer of the Southern District of New York issued his 107-page opinion and order dismissing most – but not all – of the landmark allegations of the SEC against SolarWinds Corp. and...more

Parker Poe Adams & Bernstein LLP

Key Lessons for Cybersecurity and IT Leaders From Judge's Recent Fraud Decision in SEC Case Against SolarWinds

On July 18, a New York federal judge threw out most of the SEC’s claims brought against both SolarWinds Corp. and the company’s chief information security officer (CISO), Timothy Brown....more

Ogletree, Deakins, Nash, Smoak & Stewart,...

DEI Under Scrutiny, Part XI: Fifth Circuit Reconsiders Nasdaq’s Board Diversity Rule

The U.S. Court of Appeals for the Fifth Circuit will likely weigh in soon on the U.S. Securities and Exchange Commission’s (SEC) approval of Nasdaq’s board diversity rule that will require listed companies to disclose...more

Cooley LLP

SEC’s Spring 2024 agenda delays most actions until 2025

Cooley LLP on

As reported by Bloomberglaw.com, during an interview in February on “Balance of Power” on Bloomberg Television, SEC Chair Gary Gensler said that he does not intend to “rush” the SEC’s agenda “to get ahead of possible...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2024

In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving...more

Skadden, Arps, Slate, Meagher & Flom LLP

Under Control: Recent Delaware Decisions on Controller Transactions, Standards of Review and Disclosure Obligations

The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing Now for the SEC’s New Climate Rules

On March 6, 2024, the SEC adopted new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. As anticipated, the rules are facing multiple legal challenges, which have...more

Latham & Watkins LLP

Recent Developments for Directors - April 2024 Edition

Latham & Watkins LLP on

SEC Wins “Shadow Trading” Case - The SEC notched a major win in its recent Panuwat case, described as the first-ever “shadow trading” enforcement action. After a biotech executive learned about his company’s imminent...more

KPMG Board Leadership Center (BLC)

Directors Quarterly - Insights from the Board Leadership Center - April 2024

Directors Quarterly: April 2024- With the explosion of generative artificial intelligence (Gen AI), companies are facing the challenge of moving quickly—but not too quickly. Gen AI governance has moved to the top of many...more

Saul Ewing LLP

Public Companies Quarterly Update (Q1 2024)

Saul Ewing LLP on

Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt...more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Boards Face ESG Pressure From Both the Left and Right

Over the past decade, environmental, social and governance (ESG) topics have featured heavily in social and political discourse. ESG has also become prominent in the boardroom as directors navigate how best to address...more

Bracewell LLP

The SEC’s Final Rules on Climate-Related Disclosures: A Guide for In-House Counsel

Bracewell LLP on

The US Securities and Exchange Commission’s recently adopted rules governing climate-related disclosures, although significantly pared back from the rules proposed two years ago, represent a major change to the existing...more

White & Case LLP

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

White & Case LLP on

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

Stinson - Corporate & Securities Law Blog

SEC Adopts Final Climate Rules

The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and...more

K&L Gates LLP

SEC Issues Long-Awaited Climate Risk Disclosure Rule

K&L Gates LLP on

Introduction - On Wednesday, 6 March 2024, the Securities and Exchange Commission (SEC) approved its highly anticipated final rules on “The Enhancement and Standardization of Climate-Related Disclosures for Investors” by a...more

Holland & Knight LLP

Fifth Circuit Will Reconsider Challenges to Nasdaq Board Diversity Rule

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The U.S. Court of Appeals for the Fifth Circuit agreed recently to revisit a challenge to Nasdaq's board diversity rule. As we previously reported, a three-judge panel of the Fifth Circuit upheld the rule in October 2023....more

A&O Shearman

Chief information Security Officers and cyber whistleblowing: considerations for boards and breach response teams

A&O Shearman on

At this point, it is self-evident that companies are grappling with an ever-evolving (think: tougher) cyber risk terrain. However, two recent cases against companies and their Chief Information Security Officers (CISOs),...more

Foley Hoag LLP - White Collar Law &...

SEC to Continue Aggressive Enforcement Efforts in 2024 After Record-Setting 2023

This is the fourth in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more

Proskauer - Corporate Defense and Disputes

Fifth Circuit Orders En Banc Rehearing of Rejected Challenge to Nasdaq’s Board-Diversity Rules

Well – this took four months. The U.S. Court of Appeals for the Fifth Circuit ordered en banc rehearing of an unsuccessful challenge to the Securities and Exchange Commission’s approval of the Nasdaq Stock Market’s rules...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more

Skadden, Arps, Slate, Meagher & Flom LLP

Emerging Expectations: The Board’s Role in Oversight of Cybersecurity Risks

Key Points - - New SEC rules from 2023 require public companies to report material cybersecurity incidents promptly and detail their cybersecurity risk management strategies in annual reports — requirements that increase...more

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