On May 21, 2024, the director of the SEC’s Division of Corporation Finance, Erik Gerding, issued a statement regarding the new requirement to disclose material cybersecurity incidents on Form 8-K. The SEC’s latest...more
On April 12, a unanimous Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that material omissions are actionable under Section 10(b) of the Exchange Act and its enabling SEC Rule 10b-5 only if the...more
4/23/2024
/ Disclosure Requirements ,
Failure To Disclose ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Omissions ,
Rule 10(b) ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Securities Violations
After a 3-2 vote on March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules for public companies requiring disclosure of climate risk and greenhouse gas emissions. Although scaled back substantially...more
On Sept. 29, 2023, the U.S. Supreme Court granted certiorari in Macquarie Infrastructure Corp. v. Moab Partners, L.P. to review a decision by the Second Circuit reviving an investor lawsuit alleging Section 10(b) and Rule...more
On Sept. 25, 2023, the Securities and Exchange Commission announced settled charges against registered investment adviser DWS Investment Management Americas Inc. (DIMA), a Deutsche Bank investment arm, in an enforcement...more
By a 3-2 vote on July 26, the U.S. Securities and Exchange Commission (SEC) adopted final rules enhancing disclosure requirements regarding public companies’ cybersecurity risk management, strategy, governance and incident...more
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities...more
5/12/2023
/ 10b5-1 Plans ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases
In a recent post-trial decision, Delaware Chancellor Kathaleen St. J. McCormick found a CEO personally liable for breaching his fiduciary duties for tilting the company’s sale to his preferred acquiror. The court further held...more
The Securities and Exchange Commission (SEC) recently entered into a consent order with IT services company DXC Technology (DXC) with respect to DXC’s alleged violations of the Securities Act and the Exchange Act. The SEC...more
On March 9, software company Blackbaud agreed to pay $3 million to the SEC as a result of alleged misleading disclosures arising out of a 2020 data breach that involved customer bank account information and Social Security...more
Since Kramer Levin issued its Corporate Governance: 2022 Midyear Review, a wave of enforcement actions by the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) has underscored the continued importance...more
On Dec. 8, 2022, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (the Division) posted a sample comment letter (the Letter) on its website that provides guidance to public companies regarding the...more
On Dec. 5, the Securities and Exchange Commission (SEC) announced that AT&T has agreed to a $6.25 million penalty, resolving charges brought against it under the securities rule known as Regulation Fair Disclosure (Regulation...more
On Dec. 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1, generally in the form issued for comment in January 2022 (replacing the version initially published on Dec. 15, 2021), which we...more
On Oct. 26, the SEC adopted a final rule addressing the obligations of listed issuers or “companies” to recover incentive-based compensation paid to executive officers prior to an accounting restatement. The final rule will...more
Efforts to increase diversity at the top of public companies remain at the forefront of corporate consciousness and governance. As we have previously reported , stakeholder interest in diversified leadership has led to a...more
On June 30, 2022, the U.S. Supreme Court held in West Virginia v. Environmental Protection Agency, 597 U.S. ___ (2022), that the Clean Air Act did not clearly authorize the Environmental Protection Agency (EPA) to create the...more
7/12/2022
/ Air Pollution ,
Clean Air Act ,
Clean Power Plan ,
Climate Change ,
Disclosure Requirements ,
Environmental Policies ,
Environmental Protection Agency (EPA) ,
Greenhouse Gas Emissions ,
Power Plants ,
Regulatory Authority ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
West Virginia v EPA
On April 28, the Securities and Exchange Commission (SEC) filed a complaint against the Brazilian mining company Vale S.A., alleging that the company made false and misleading statements to investors about the company’s...more
On April 1, 2022, the Superior Court of California, County of Los Angeles, granted a summary judgment motion that effectively struck down AB 979, a California statute requiring the boards of public corporations based in the...more
On March 21, 2022, the Securities and Exchange Commission (SEC) issued for comment proposed rules requiring companies to include climate-related disclosures in their registration statements and periodic reports filed under...more
On March 9, the SEC, by a 3-1 vote, proposed new rules in its most far-reaching effort to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and incident reporting by public...more
Despite SEC Chair Gary Gensler’s recent statement that formal rules related to Environmental Social Governance (ESG) may slip to next year, the SEC recently began sending out letters prompting public companies to review and...more
As we have discussed in prior alerts, expanding boardroom diversity has been a recent focus for many regulators, issuers, shareholders and other stakeholders. To this end, in December 2020, Nasdaq Inc. proposed new rules that...more
On July 13, 2021, the Securities and Exchange Commission announced partially settled charges against the Special Purpose Acquisition Company Stable Road Acquisition Co. (SRA), SRA’s sponsor and CEO, SRA’s target Momentus Inc....more
On July 9, 2021, New York City enacted a new biometric ordinance regulating how businesses handle biometric identifier information. The new law is the first of its kind in New York and requires commercial establishments...more