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Publicly-Traded Companies Public Disclosure

Proskauer - Regulatory & Compliance

SEC  “Greenwashing” Enforcement  Case Against Public Company

Last week, the SEC publicly announced a settled enforcement case against Keurig Dr. Pepper.  The case focused on the company’s disclosure in its annual reports on Form 10-K on whether its K-Cup pods could (or would) be...more

Mayer Brown Free Writings + Perspectives

WHAT’S THE DEAL? Regulation Fair Disclosure

Here’s the deal: Regulation FD is an issuer disclosure rule that prohibits a US public company and certain persons acting on its behalf from selectively disclosing material nonpublic information about itself or its...more

Mayer Brown Free Writings + Perspectives

SEC Disclosure Considerations Following Bank Sector Disruptions

Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S....more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - December 2022

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The SEC adopted final Rule 10b5-1 changes, here. The rule changes follow piles of published research suggesting that 10b5-1 plan trades are more advantageous for insiders than they should be, statistically speaking. As a...more

Barnea Jaffa Lande & Co.

Public Corporations and Public Announcements – between the Rock of Israeli Competition Law and the Hard Place of Securities Law

Companies’ public disclosures about their business operations are quite common. However, they are also fraught with concerns about violating the Israeli Economic Competition Law.   Public announcements in the media may...more

Fenwick & West LLP

ESG in Silicon Valley: A Look at the ESG Disclosure Practices of the SV 150 - March 2022

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Throughout the last few years, investors, proxy advisors, governance professionals and a number of stakeholders have expressed a keen interest in how companies are managing their environmental, social and governance (ESG)...more

Morgan Lewis

SEC Enforcement and Public Companies – 2020 Key Cases and What We Expect in 2021

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Most media accounts suggest that the incoming Biden administration will usher in a more “aggressive” SEC enforcement posture, with renewed emphasis on investigating potential fraud and controls deficiencies at public...more

Williams Mullen

Climate Initiatives Will Impact Industry

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Current and future climate initiatives at the federal and state levels are having and will have very significant impacts on industry. Most view climate initiatives as only a utility issue, but that is not the case....more

Jones Day

AIM-Listed Company Implements Investor Compensation Scheme Following FCA Public Censure

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The Situation: The UK Financial Conduct Authority ("FCA") publicly censured a UK publicly listed IT services provider for false disclosure but avoided a fine on the basis that the company provided essential services during...more

Mayer Brown Free Writings + Perspectives

SEC Commissioner Jackson Sends Letter to Congress

On November 18, 2019, Securities and Exchange Commission (the “SEC”) Commissioner Robert Jackson sent a letter to Representative Carolyn Maloney attributing the lack of public disclosure regarding the political spending...more

Fenwick & West LLP

A Senior Executive Is Seriously Ill. When Should a Company Disclose the News?

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The death of Oracle CEO Mark Hurd in October has highlighted a longstanding public company dilemma: whether and when to disclose the news that a senior leader has a serious health challenge. Not only is the topic sensitive...more

White & Case LLP

A Survey of Sustainability Disclosures by Small- and Mid-Cap Companies

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In light of the heightened focus on environmental and social (“E&S”) disclosure, White & Case’s Public Company Advisory Group conducted a survey of E&S website disclosures of 84 small- and mid-cap US public reporting...more

Bass, Berry & Sims PLC

Navigating the Maze: Which SEC Rules Apply to Your Non-GAAP Financial Measure Disclosures

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The recent SEC enforcement action against ADT Inc. for its failure to comply with the SEC’s equal prominence requirements applicable to non-GAAP financial measures, as outlined in our recent blog post, is a clear reminder...more

Foley & Lardner LLP

Selective Disclosure Violation Results in SEC Order

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Recently, the Securities and Exchange Commission (SEC) issued an order charging a publicly traded pharmaceutical company with violations of Regulation FD as a result of selectively disclosing material, nonpublic information....more

McDermott Will & Emery

Life Sciences Company Settles Regulation FD Charges with SEC

On August 20, 2019, the US Securities and Exchange Commission (SEC) charged TherapeuticsMD Inc., a Boca Raton, Florida, headquartered life sciences company, with violations of Regulation FD for sharing material, non-public...more

Fenwick & West LLP

SEC Fines Life Sciences Company for Regulation FD Violations

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For the first time in six years, the U.S. Securities and Exchange Commission issued an enforcement action against a company solely for Regulation FD violations. On Aug. 20, the SEC announced that it charged life sciences...more

Bass, Berry & Sims PLC

Recent SEC Enforcement Action Drives Home the Importance of Regulation FD Policies and Training

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On August 20th, 2019, the SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side...more

Stinson - Corporate & Securities Law Blog

Facebook: Hypothetical Risk Factors are Insufficient Disclosure When the Risk has Occurred

The SEC announced charges against Facebook Inc. for making misleading disclosures regarding the risk of misuse of Facebook user data.  According to the SEC, for more than two years, Facebook’s public disclosures presented the...more

Fenwick & West LLP

SEC and DOJ Charge Former Executives of Private Company for Misrepresenting the Company’s Technology - A Reminder that Private...

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In a case reminiscent of last year’s blockbuster government actions against Theranos and its former executives, the U.S. Department of Justice and the U.S. Securities and Exchange Commission have separately charged two former...more

A&O Shearman

New Year, New Rules: Arrival of the Final Hedging Disclosure Rules

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On December 18, 2018, the Securities and Exchange Commission (SEC) approved long-awaited final rules implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Consistent with the proposed...more

Proskauer - Employee Benefits & Executive...

Fifth Circuit Affirms Dismissal of ERISA Stock Drop Action

The Fifth Circuit agreed that a participant in Idearc’s 401(k) plan failed to plausibly plead that the plan fiduciary’s failure to act on publicly available information about Idearc amounted to a breach of fiduciary duty in...more

Snell & Wilmer

Cybersecurity Disclosures: A 2018 Priority For Public Companies

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Dear clients and friends, For this edition of the Corporate Communicator, we summarize key considerations of an interpretative release from the SEC about the SEC’s views on companies’ disclosure obligations relating to...more

Robins Kaplan LLP

Your Daily Dose of Financial News

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Facebook’s Q1 results make a strong case for Zuckerberg and his ilk riding out arguably its most serious crisis to date (the flood of criticism over its privacy practices and handling of user data) with next-to-no effect on...more

Proskauer Rose LLP

SEC Issues Updated Guidance on Public Company Cybersecurity Disclosures

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On February 21, 2018, the Securities and Exchange Commission (SEC) issued an interpretive Commission Statement and Guidance on Public Company Cybersecurity Disclosures (the "Guidance") to assist public companies in meeting...more

Holland & Knight LLP

U.S. Securities and Exchange Commission Updates Cybersecurity Disclosure Guidance - Agency Continues to Prioritize Cybersecurity...

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• The U.S. Securities and Exchange Commission (SEC) released, on Feb. 21, 2018, updated guidance regarding public company cybersecurity disclosures. The guidance updates the Commission's 2011 non-binding guidance and...more

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