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Life Sciences Quarterly: A View From Washington: What to Expect From the SEC
The U.S. Court of Appeals for the Second Circuit held that a statement of opinion that reflects some subjective judgment can nevertheless be actionable under the securities laws if it misleads investors into thinking that the...more
In October, the Securities and Exchange Commission (SEC) adopted Exchange Act Rule 10D-1, directing securities exchanges to adopt listing standards requiring listed companies to adopt and implement policies to recover...more
On October 26, 2022, the Securities and Exchange Commission, in a 3-2 vote, adopted a new rule, Exchange Act Rule 10D-1. Rule 10D-1 directs national securities exchanges adopt listing standards to require all issuers...more
The Securities and Exchange Commission (SEC) has followed through on its much publicized intention of more aggressive enforcement. For instance, in June, the regulator brought an accounting fraud action that included a...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
When it comes to making sure financial data is safe and meets compliance regulations, understanding the different regulatory bodies and how they affect your organization is a vital first step. Two of the most common...more
This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more
Introduction - On Feb. 2, 2021, the Securities and Exchange Commission (SEC) issued a cease-and-desist order settling charges against the former CEO and CFO of WageWorks Inc. (WageWorks, or the Company), stemming from the...more
On August 28, 2019, Judge Lorna G. Schofield of the United States District Court for the Southern District of New York dismissed a putative class action against the digital services and development company Synacor, Inc. and...more
In a review of a PCAOB disciplinary proceeding the SEC took the rare step of cancelling the PCAOB’s finding that an audit partner of a Big Four firm engaged in repeated instances of negligent conduct during the audit of a...more
On May 9, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to the accelerated filer and large accelerated filer definitions in 17 CFR 12b-2 (Rule 12b-2). These proposed changes would reduce the number...more
In our latest On point. we discuss the nature and purpose of non-GAAP financial measures and the rules governing the use of such financial measures. We also examine recent SEC comment letters and discuss areas of concern...more
The Sarbanes-Oxley Act of 2002 (SOX) mandates that audit committees be directly responsible for the oversight of the engagement of the company's independent auditor, and the Securities and Exchange Commission (SEC) rules are...more
The SEC has voted to amend the definition of the term “smaller reporting company” as used in its rules and regulations. Under the amended definition, which takes effect on September 10, 2018, SRCs are companies that...more
The Securities and Exchange Commission (SEC) recently approved amendments to the definition of “smaller reporting company” (SRC), which will allow more businesses to take advantage of scaled disclosure requirements in their...more
In Securities & Exchange Commission v. Jensen, No. 14-55221, 2016 WL 4537377 (9th Cir. Aug. 31, 2016), the United States Court of Appeals for the Ninth Circuit broke new ground by providing the Securities & Exchange...more
Section 304 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7243) requires CEOs and CFOs to repay bonuses, incentive- and equity-based compensation, and profits realized on the sale of securities received in the 12 months...more
The U.S. Court of Appeals for the Ninth Circuit held today that the Sarbanes-Oxley Act’s disgorgement provision – which requires disgorgement of certain CEO and CFO compensation when an issuer restates its financial...more
This week I have been exploring the Public Accounting Oversight Board (PCAOB) with Joe Howell, an Executive Vice President (EVP) with Workiva Inc. We have considered how some of the issues addressed by the PCAOB directly...more
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more
This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more
Recovery provisions would apply on a no-fault basis to executive officers of virtually all exchange-listed companies who received incentive-based compensation during the three fiscal years preceding an accounting restatement...more
In this issue: - CFTC’s Energy and Environmental Markets Advisory Committee To Hold Meeting - CFTC Announces Members of Market Risk Advisory Committee - NFA Notifies SDs and MSPs of Annual Questionnaire...more