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Disclosure Requirements Securities and Exchange Commission (SEC) Corporate Counsel

Cooley LLP

ICYMI—Say goodbye to the SEC’s Climate and ESG Task Force

Cooley LLP on

In case it escaped your notice a few months back—as it did mine—Bloomberg is now reporting that the SEC has “quietly disbanded” its Enforcement Division’s Climate and ESG Task Force. You remember the task force? Back in...more

WilmerHale

SEC Takes Action Against Keurig for Allegedly Incomplete Disclosures Regarding Recyclability of K-Cups

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While the Securities and Exchange Commission’s (SEC) new climate-related disclosure rules remain stayed, the SEC has not abandoned its focus on sustainability-related issues. On September 10, 2024, the SEC charged Keurig Dr...more

Akin Gump Strauss Hauer & Feld LLP

Cybersecurity After SolarWinds: Practical Guidance for CISOs Under the New Rules

Judge Engelmayer’s 107-page dismissal of most of the U.S. Securities and Exchange Commission (SEC)’s claims against SolarWinds provides valuable guidance, and some comfort, for public companies and Chief Information Security...more

McDermott Will & Emery

SEC Faces Headwinds in SolarWinds Cybersecurity Litigation, but Public Companies and CISOs Still Under Scrutiny

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On July 18, 2024, Judge Paul A. Engelmeyer in the US District Court for the Southern District of New York issued a 107-page opinion dismissing most of the claims against software company SolarWinds and its chief information...more

Holland & Knight LLP

Court in SolarWinds Case Blows Down SEC's Cyber Enforcement Authority

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The U.S. District Court for the Southern District of New York on July 18, 2024, dismissed most of the SEC's landmark cyber enforcement litigation against SolarWinds Corp. (SolarWinds or the Company) and the Company's Chief...more

Fenwick & West LLP

SEC v. SolarWinds: Court Dismisses the Majority of the SEC’s Securities Fraud Claims

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On July 18, Judge Paul Engelmayer of the Southern District of New York issued a lengthy order dismissing the majority of the SEC’s enforcement case against SolarWinds Corporation (SolarWinds) and its CISO, Timothy Brown. The...more

Cooley LLP

SEC Reporting Implications for Publicly Traded Companies Impacted by CrowdStrike Defective Software Update

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There are a number of US Securities and Exchange Commission (SEC) reporting implications arising from the server-related outages caused by CrowdStrike’s defective software update on July 19, 2024, and their impacts on public...more

Mintz - Privacy & Cybersecurity Viewpoints

SEC Issues New Statement on Cybersecurity Incident Disclosure

Last week, Erik Gerding, Director of the SEC’s Division of Corporation Finance (the Division), issued a statement providing clarification regarding the disclosure of cybersecurity incidents by reporting companies. This...more

Wiley Rein LLP

Darned if You Do, Darned if You Don’t: Recent Lessons from the SEC On Cyber Reporting

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The Security and Exchange Commission (SEC) Director of the Division of Corporate Finance, Erik Gerding, released a statement on May 21, 2024 that may have regulated entities scratching their heads about compliance and the...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions...more

Brownstein Hyatt Farber Schreck

The SEC Stays Its Own Climate Rule—What’s Next?

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) finalized a historic set of climate disclosure rules, which stand to be the most significant disclosure regime change since the Sarbanes-Oxley Act. The rule...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Long-Anticipated Rules for SPACs: Considerations for Market Participants and SEC Enforcement Objectives in the New...

The rules, originally proposed in March 2022, realign disclosures, marketing practices and other obligations in de-SPAC transactions more closely with traditional IPOs and add increased risk and uncertainty for market...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

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for December 2023

To provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important and interesting SEC enforcement developments from the past month, with links to primary resources....more

Wiley Rein LLP

Cyber Incident Reporting Guidance: DOJ Explains How It Will Determine if a Public Disclosure Poses Substantial National Security...

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The cyber reporting landscape is rapidly shifting. Many agencies are developing rules, and a major player has been the U.S. Securities and Exchange Commission (SEC), with important questions arising about implementation of...more

Proskauer - Corporate Defense and Disputes

Fifth Circuit Court of Appeals Rejects Challenge to Nasdaq’s Board-Diversity Rules

The U.S. Court of Appeals for the Fifth Circuit denied review of the Securities and Exchange Commission’s approval of proposed rules promulgated by the Nasdaq Stock Market concerning the diversity of directors on...more

Wyrick Robbins Yates & Ponton LLP

SEC Issues Additional Guidance Related to Pay Versus Performance

On September 27, 2023, the U.S. Securities and Exchange Commission (the “SEC”) updated its compliance and disclosure interpretations (“C&DIs”) on pay versus performance disclosures (see the Regulation S-K C&DI page on the...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues Additional Pay Versus Performance Compliance & Disclosure Interpretations

On September 27, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued 10 new Compliance & Disclosure Interpretations (C&DIs) relating to the pay-versus-performance (PVP)...more

Wiley Rein LLP

Think Because You Are a Private Company the SEC Is Not Your Problem? Think Again (and review those separation agreements)

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What: Twice this month, the Securities and Exchange Commission (SEC) announced settled actions against entities for violating SEC Rule 21F-17(a) related to language in their separation agreements, including one against a...more

Vinson & Elkins LLP

Related Party Transactions Disclosures in SEC Crosshairs Once Again

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The Securities and Exchange Commission (“SEC”) recently brought two enforcement actions against public companies regarding related party transaction (“RPT”) disclosures. The actions against Lyft and Maximus should remind...more

Morrison & Foerster LLP

Top 5 SEC Developments for July 2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more

Vinson & Elkins LLP

SEC Finalizes Cybersecurity Rules for Public Companies: What's New, What's Not, and What’s Next

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On July 26, 2023, the Securities and Exchange Commission (“SEC”) voted to approve final rules governing cybersecurity disclosures of public companies (“Final Rules”). The Final Rules make meaningful changes to the current and...more

WilmerHale

Recent SEC Enforcement Actions Highlight Importance of D&O Questionnaires

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A number of recent SEC enforcement actions alleging failure to disclose perquisites, summarized below, highlight the importance of the questionnaires routinely used in connection with the preparation of SEC reports and proxy...more

Morrison & Foerster LLP

SEC Delays Finalized Cyber Rules Until October 2023

Based on updates to its rulemaking agenda that were released last week, the U.S. Securities and Exchange Commission (SEC) has delayed approval of two cybersecurity rules until at least October 2023. Both proposed rules were...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Approves Stock Exchange Rules for Dodd-Frank Clawbacks

On June 9, 2023, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed listing standards implementing the SEC’s...more

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