News & Analysis as of

Securities and Exchange Commission (SEC) CDIs

Cooley LLP

Corp Fin issues new CDIs on cybersecurity incident disclosure

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Corp Fin has just issued a new set of CDIs under Form 8-K, Item 1.05, Material Cybersecurity Incidents. The SEC adopted final rules regarding cybersecurity disclosure in 2023, requiring companies “to disclose material...more

BCLP

SEC Staff Publishes New Guidance for Handling Cybersecurity Incidents

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On June 24, 2024, the SEC’s Division of Corporation Finance published five additional interpretations (CDIs) addressing the effect of ransomware payments on the obligation of companies to report material cybersecurity...more

Cooley LLP

What happened at the Corp Fin Workshop of PLI’s SEC Speaks 2024?

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At the Corp Fin Workshop last week, a segment of PLI’s SEC Speaks 2024, the panel focused on disclosure review, a task that occupies 70% of Corp Fin attorneys and accountants. The panel discussed several key topics, looking...more

Cooley LLP

Corp Fin adds one more new CDI on Form 8-Ks for material cybersecurity incidents

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A few days ago, Corp Fin issued three new CDIs relating to delays in reporting material cybersecurity incidents on Form 8-K. Those CDIs, together with the Department of Justice Material Cybersecurity Incident Delay...more

Cooley LLP

Corp Fin issues new CDIs on delaying Form 8-Ks for material cybersecurity incidents

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Corp Fin has just released some new CDIs, summarized below, relating to material cybersecurity incidents. As you know, in July, the SEC voted, three to two, to adopt final rules on cybersecurity disclosure, which includes a...more

Cooley LLP

Corp Fin releases more new CDIs on pay versus performance

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Yesterday, Corp Fin released yet another group of new and revised CDIs, these relating to pay-versus-performance disclosure. (See this PubCo post.) Several of the new CDIs address issues regarding peer groups and some provide...more

Cooley LLP

Corp Fin issues new CDIs regarding the proxy rules

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On Friday, Corp Fin released some new CDIs, summarized below, relating to the proxy rules. The CDIs can all be found under the caption Proxy Rules and Schedule 14A, and all are new with one exception for a newly revised CDI...more

BCLP

Time to Get Ready for the 2024 Reporting Season

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As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more

Cooley LLP

Corp Fin posts new CDIs regarding pay versus performance

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Corp Fin has posted some new CDIs on pay versus performance. In August last year, the SEC finally adopted a new rule requiring disclosure of information reflecting the relationship between executive compensation actually paid...more

Cooley LLP

New CDIs on stock buybacks and foreign private issuers

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In May, the SEC adopted a proposal intended to modernize and improve disclosure regarding company stock repurchases. One fortunate aspect of the final rules—for domestic companies, that is—was that the new rule did away with...more

BCLP

Latest SEC Guidance on Rule 10b5-1 Amendments

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As discussed in our December 15, 2022 post, significant amendments to Rule 10b5-1 plan requirements took effect earlier this year. With the Justice Department announcing its first criminal prosecution challenging a Rule...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues New CDIs on Rule 10b5-1 Plans and Related Disclosures

On August 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued five new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 trading arrangements. Three...more

Cooley LLP

Corp Fin issues some new CDIs on Rule 10b5-1 plans

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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

Cooley LLP

Corp Fin posts a slew of new CDIs on pay versus performance

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On Friday afternoon, Corp Fin posted a slew of new CDIs—15 in total—regarding the new pay-versus-performance rule. You may recall that, in August last year, the SEC finally adopted a new rule that will require disclosure of...more

Cooley LLP

Corp Fin issues new CDIs regarding the clawback rules

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In October last year, the SEC adopted a new clawback rule, Exchange Act Rule 10D-1, which directed the national securities exchanges to establish listing standards requiring listed issuers to adopt and comply with a clawback...more

Keating Muething & Klekamp PLL

Securities Snapshot: 4th Quarter 2022 - Flurry of Rulemaking from SEC this Winter

During the fourth quarter of 2022, the Securities and Exchange Commission continued its brisk pace of rulemaking across several disclosure initiatives. The Commission reopened the comment period for its share repurchase...more

Cooley LLP

Corp Fin posts new CDIs regarding the use of universal proxy cards

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Corp Fin has issued three new CDIs regarding universal proxy. In November 2021, the SEC amended the federal proxy rules to mandate the use of universal proxies in all non-exempt solicitations in connection with contested...more

Cooley LLP

Corp Fin issues new CDIs on universal proxy

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At the end of last week, Corp Fin issued three new CDIs related to universal proxies under Rule 14a-19. In November 2021, the SEC amended the federal proxy rules to mandate the use of universal proxies in all non-exempt...more

Cooley LLP

Blog: Corp Fin posts new CDIs on omission from MD&A of earliest year discussion

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You might recall that in the FAST Act Modernization and Simplification of Regulation S-K, adopted last year, the SEC amended Item 303 of Reg S-K to provide that, where a company includes in the filing financial statements...more

Locke Lord LLP

Inline XBRL: Corp Fin Issues 9 New Interpretations

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The SEC’s Inline XBRL requirements now apply to large accelerated filers. As registrants have started using Inline XBRL for their filings, a number of questions have come up. On August 20, 2019, the staff of the SEC’s...more

Cooley LLP

Blog: SEC Chair issues statement about staff guidance

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The SEC Chair Jay Clayton issued a statement intended to make clear the importance of the distinction between SEC rules and regulations—which are adopted in accordance with the APA, have the effect of law and are enforceable...more

Cooley LLP

Blog: Corp Fin issues two new CDIs on Notices of Exempt Solicitation

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Corp Fin has issued two new CDIs related to the voluntary submission of Notices of Exempt Solicitation under Exchange Act Rule 14a-6(g). That rule requires any person who engages in an exempt solicitation pursuant to Exchange...more

Cooley LLP

Blog: Corp Fin updates CDIs for proxy rules and proxy statements

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For quite a while, the CDIs related to the proxy rules and proxy statements have been a bit of a hodge-podge of different sources and supplements. There were even interpretations extant from the ancient Telephone...more

Cooley LLP

Blog: Corp Fin Posts New CDI Regarding Safeguards For Electronic Delivery Of Information Under Rule 701

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Yesterday, Corp Fin posted a new CDI 271.25 regarding permissible safeguards for protection of Rule 701(e) disclosures that are furnished electronically. You may recall that Rule 701—which provides an exemption from...more

Stinson LLP

SEC Eases Pay Ratio Rule

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Two pieces of guidance emerged from the Securities and Exchange Commission on September 21, 2017, with respect to the pay ratio rule. The guidance was issued by the Commission and the Commission's Division of Corporation...more

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