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
As previously discussed in our Client Alert issued on December 18, 2020 (available here), the U.S. Securities and Exchange Commission (the “Commission”) adopted its final rule (the “Final Rule,” available here) requiring...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
In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules relating to insider trading arrangements and related disclosures. Among other things, the final rules require new issuer disclosures...more
ESG continues to be a hot topic for 2024 for investors and regulators alike. The specific concerns investors and regulators have – and what they expect to develop over the coming months – differ, however, across...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
Recently, the SEC announced settled charges against Skechers U.S.A., Inc., a public footwear company traded on the NYSE, for allegedly failing to disclose payments to executives’ immediate family members and loans to...more
On March 6, 2024, a divided SEC approved climate-related disclosure rules. The new rules will require disclosure of...more
Public companies are now required to comply with new cybersecurity disclosure requirements in their Annual Reports on Form 10-K for fiscal years ending on or after December 15, 2023. In preparing this cybersecurity...more
It’s Annual Reporting season again for most public companies. The Securities and Exchange Commission (SEC) has released numerous new disclosure obligations for the upcoming filing period. Companies should take the time to...more
On December 19, a Fifth Circuit panel pulled the plug on the SEC’s Share Repurchase Disclosure Modernization rule, issuing an opinion vacating the rule. On Friday last week, Corp Fin announced that, yes, the rule had been...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
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 the calendar year flips over to 2024, we want to remind registrants about several new rules that will impact disclosure for the 2023 Form 10-K and 2024 proxy season, update the status of some pending Securities and...more
Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (the “SEC”) final rule adopting amendments to share repurchase disclosure requirements (US Chamber of...more
On December 18, 2023, the US Securities and Exchange Commission’s (SEC) new rules enhancing and standardizing disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by companies who...more
As we head into year-end, annual reporting season is just around the corner. Over the past 12 months, the SEC has been active on the rulemaking front, resulting in numerous new disclosure obligations for issuers during the...more
On July 26, 2023, the SEC adopted new cybersecurity rules, which have two top-line impacts. First, registrants must disclose material cybersecurity incidents promptly on Form 8-K. Second, registrants must disclose new...more
In the September edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new C&DIs and sample comment letter; considerations for issuers as they start their Form 10-Q...more
Beginning with quarters ending on or after October 1, 2023, most US-listed issuers will be required to make more extensive disclosures on their share repurchase programs and insider transactions proximate to a program’s...more
On July 26, 2023, the Securities and Exchange Commission (the “SEC”) adopted rules requiring public companies to promptly disclose material cybersecurity breaches on Form 8-K and detailed information regarding their...more
On Friday afternoon, Corp Fin issued several new CDIs regarding Rule 10b5-1 plans. As you may recall, in December last year, the SEC adopted new amendments to the rules regarding Rule 10b5-1 plans. These amendments added new...more