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In connection with the upcoming Form 10-K/proxy season, public companies with a fiscal year ending on December 31 will be required, for the first time, to publicly file their insider trading policies as exhibits to their...more
As summer turns into fall and in-house lawyers start thinking ahead to the upcoming 10-K filing season, we’re often asked to review and update the description of securities exhibit(s) required to be filed with Form 10-K by...more
Companies’ accelerating reliance on artificial intelligence (AI) means heightened Securities and Exchange Commission (SEC) and shareholder plaintiff scrutiny. Our Securities Litigation Group underscores what companies need to...more
The U.S. Supreme Court has agreed to hear appeals of the Ninth Circuit’s decisions in the Facebook and NVIDIA putative securities class action cases. Our Securities Litigation Group breaks down the potentially far-ranging...more
Public companies planning to grant stock options, SARs or similar option-like instruments to executive officers in 2024 should consider whether to avoid the windows in which a new disclosure requirement under SEC rules...more
Overview On March 6, 2024, in a 3-2 vote along party lines, the Securities and Exchange Commission (SEC) issued a controversial 886-page final climate-related disclosure rule (Final Rules) that will require companies to...more
On March 6, 2024, almost two years after the Securities and Exchange Commission’s (SEC) proposed amendments “to enhance and standardize climate-related disclosures for investors,” the SEC adopted a final rule on...more
On March 7, 2024, the Securities and Exchange Commission (the “SEC”) announced that Skechers U.S.A. Inc. (“Skechers”) agreed to a cease-and-desist order for failing to disclose payments for the benefit of its executives and...more
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
On March 6, 2024, two years after the issuance of a proposing release and following more than 24,000 comment letters and 4,500 unique letters submitted in response, by a vote of 3-2, the U.S. Securities and Exchange...more
On March 6, 2024, a divided SEC approved climate-related disclosure rules. The new rules will require disclosure of...more
Last summer, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring annual disclosure by public companies regarding cybersecurity risk management, strategy, and governance, and current disclosure...more
One notable feature of the stock market in 2024 is the number of public companies announcing share buybacks and the expectation that this trend will continue. While share buybacks are generally well-received by investors,...more
The U.S. Securities Exchange Commission (SEC) recently adopted a final rule regarding cybersecurity risk management, governance, and incident reporting. The final rule went into effect on September 5, 2023, and disclosure...more
Cyber incidents are among the fastest-growing existential threats to publicly traded companies. More than a technical headache, breaches can materially impact your bottom line—and the mere news of an incident can send stocks...more
On November 22, 2023, the SEC postponed its new share repurchase disclosure rules in response to an adverse decision by the Fifth Circuit Court of Appeals in a case challenging those rules under the Administrative Procedure...more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
After a prolific year of rulemaking for the US Securities and Exchange Commission (SEC), public companies need to be aware of new disclosure requirements for their upcoming Form 10-K filings for the fiscal year ended 31...more
While the Securities and Exchange Commission’s (SEC) new climate-related disclosure rules remain pending, recent comment letters show that the SEC staff is not waiting for the rules to be finalized in order to seek more...more
The Financial Accounting Standards Board (FASB) was quite active at the end of 2023 and published two notable Accounting Standards Updates (ASUs) that are expected to meaningfully affect public company disclosures regarding...more
As annual reporting season begins, it is important to take a fresh look at the company’s governance and incident response processes and develop risk-informed and compliant disclosures. While many companies are understandably...more
As 2023 comes to an end, we reflect on how active the Securities and Exchange Commission’s rulemaking agenda was throughout the year. As companies prepare for their annual reports and proxy statements, we summarize new...more
On December 14, 2023, Erik Gerding, Director, Division of Corporation Finance at the Securities and Exchange Commission (“SEC”) gave a speech on the SEC’s final rules (the “Final Rule(s)”) regarding cybersecurity risk...more
Each year in our Annual Memo, 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 20-F....more
This year, our annual client alert with reminders for preparing the annual report on Form 10-K includes a short summary of new disclosure requirements effective this year and next year, followed by a more detailed discussion...more