News & Analysis as of September 22, 2024

Disclosure Requirements

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

Preparing for December 1 Compliance with NYSE and Nasdaq Clawback Policy Listing Standards

Husch Blackwell LLP on 6/29/2023

On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more

How to Avoid Risk of SEC Whistleblower Rule Violations in Connection with Employee-related Documents

White & Case LLP on 3/8/2023

On February 3, 2023, the US Securities and Exchange Commission ("SEC") announced that a public company agreed to pay $35 million to settle charges of, among other things, violations of the whistleblower protection rule.1...more

SEC Adopts Final Executive Compensation Clawback Rules: What This Means and How to Prepare

Husch Blackwell LLP on 2/9/2023

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to implement policies to recover, or claw back, erroneously awarded incentive-based compensation from...more

The SEC Incentive-Based Compensation Clawback Rule is now effective

Kennedys on 2/3/2023

On January 27, 2023, the SEC’s new Executive Compensation Clawback Rules became effective. The rules require listed companies to: (1) develop and implement a policy to recover erroneously awarded incentive-based compensation...more

Preparing for the 2023 Proxy Season

Morrison & Foerster LLP on 12/27/2022

Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates...more

SEC adopts “clawback” rules for erroneously awarded executive compensation

Eversheds Sutherland (US) LLP on 11/29/2022

On October 26, 2022, the Securities and Exchange Commission (the SEC) approved final rules (the Clawback Rules) requiring publicly traded companies to develop, implement and disclose policies providing for recovery, or...more

The Claws are Sharpened – SEC finalizes Clawback Regulations under Dodd-Frank

Dechert LLP on 11/23/2022

The Securities and Exchange Commission (“SEC”) on October 26, 2022, adopted final rules1 directing national securities exchanges and associations,2 to establish listing standards that require public companies to develop and...more

SEC Issues Long-Awaited Rule on Clawback of Executive Compensation

Vinson & Elkins LLP on 11/7/2022

On October 26, 2022, the Securities and Exchange Commission (the “SEC”) adopted Rule 10D-1, a rule requiring companies to recover erroneously awarded incentive-based compensation based on mistakes in the companies’ financial...more

SEC Adopts Long-Awaited Clawback Rules

Womble Bond Dickinson on 11/7/2022

On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted rules1 implementing Section 10D-1 of the Securities Exchange Act of 1934, a provision added by the Dodd-Frank Act of 2010, which will require listed...more

How to Navigate the SEC’s New Clawback Rules

Latham & Watkins LLP on 11/4/2022

The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation... ...more

SEC Adopts Final Rules Requiring Disclosure and Recovery of Erroneously Awarded Incentive-Based Compensation

Goodwin on 11/2/2022

On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more

SEC Adopts Rules Requiring Compensation Clawback Policies

Sullivan & Worcester on 10/27/2022

The SEC adopted long-pending rules requiring the recovery of erroneously awarded compensation as required by Congress in the Dodd-Frank Act. The rules will, among other things, require securities exchanges to adopt listing...more

SEC Re-Proposes Rules To Implement Resource Extraction Payment Disclosure Requirements

Skadden, Arps, Slate, Meagher & Flom LLP on 12/27/2019

On December 18, 2019, the U.S. Securities and Exchange Commission (SEC) voted in favor of proposing rules to implement the resource extraction issuer disclosure provisions in Section 1504 of the Dodd-Frank Act, which added...more

SEC Open Meeting Now to Address Resource Extraction Payments and Accredited Investor Definition

Mayer Brown Free Writings + Perspectives on 12/16/2019

The upcoming Securities and Exchange Commission open meeting for December 18, 2019 will now address additional rulemaking....more

Corporate Communicator - Winter 2018-2019

Snell & Wilmer on 12/26/2018

SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more

The FinTech Revolution: How Data Breaches Can Result in Regulatory Enforcement Actions

Blank Rome LLP on 9/14/2018

This is the fifth installment in a series of articles. For more background on this topic, please read our first article in the series, An Introduction to Financial Technology; our second article, The FinTech Revolution:...more

SEC Directed to Increase Rule 701 Disclosure Threshold to $10 million

Pillsbury Winthrop Shaw Pittman LLP on 6/22/2018

Increased Rule 701 threshold provides greater flexibility and reduces compliance costs for non-reporting companies. Recently enacted legislation rolling back Dodd-Frank directs the SEC to increase the Rule 701 enhanced...more

Preparation for 2017 Fiscal Year-End SEC Filings and 2018 Annual Shareholder Meetings

Mintz on 2/1/2018

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

House Votes to Invalidate Extraction Payment Disclosure Rule

Bracewell LLP on 2/2/2017

On February 1, 2017, the U.S. House of Representatives passed House Joint Resolution 41 to annul the Extraction Payment Disclosure Rule. The rule would require oil and gas companies to disclose in annual reports for fiscal...more

Small Business Securities Bulletin: Standard Confidentiality Provisions May Be Prohibited "Pretaliation" in Eyes of SEC

Baker Donelson on 10/3/2016

As we discussed in our June 2011 Bulletin, available here, SEC rules promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), pursuant to Section 21F thereunder as enacted by the Dodd-Frank Wall...more

SEC Rules for Resource Extraction Issuers Could Lead to Increased FCPA Scrutiny, Disclosures

Holland & Knight LLP on 9/8/2016

New rules issued by the U.S. Securities and Exchange Commission (SEC) that require resource extraction issuers to disclose payments made to U.S. and foreign governments for the commercial development of oil, natural gas or...more

SEC Adopts Payment Disclosure Rules for Companies Engaged in Resource Extraction

BakerHostetler on 8/5/2016

The U.S. Securities and Exchange Commission (the “SEC”) has adopted new rules which require “resource extraction issuers” to disclose annually the type and amount of payments that they (or their subsidiaries or entities under...more

SEC Adopts Payment Disclosure Rules for Resource Extraction Issuers

K&L Gates LLP on 8/3/2016

On June 27, 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted Rule 13q-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and amendments to Form SD (Specialized Disclosure Report) (See SEC...more

US IPO Guide 2016 Edition

Latham & Watkins LLP on 7/11/2016

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

Dodd-Frank Implementation Update: Key Differences Between the CFTC and SEC Final Business Conduct Standards and Related...

WilmerHale on 5/27/2016

The Securities and Exchange Commission (SEC) recently adopted final business conduct rules for security-based swap dealers (SBSDs) and major security-based swap participants (MSBSPs) under Section 15F(h) of the Securities...more

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