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 December 13, 2022, the SEC’s Division of Corporation Finance updated several Compliance and Disclosure Interpretations addressing the presentation of non-GAAP financial measures, available here. The updates are as...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 Nov. 22, 2022, the Securities and Exchange Commission (SEC) charged an investment adviser subsidiary of a major U.S. financial institution with violations of Section 206(4) of the Investment Advisers Act of 1940 (Advisers...more
The New York State Department of Financial Services (NYDFS) has published proposed amendments to its Cybersecurity Requirements for Financial Services Companies (amendments). The amendments to the agency’s cybersecurity...more
On Oct. 24, the Federal Trade Commission (FTC) issued a proposed decision and order against Drizly LLC and its CEO regarding allegations that the company’s security failures led to a data breach exposing the personal...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
The Ninth Circuit Court of Appeals recently agreed to rehear en banc the dismissal—based on a Delaware exclusive forum selection bylaw provision—of a shareholder derivative suit asserting violations of Section 14(a) of the...more
The Financial Crimes Enforcement Network (FinCEN) of the Treasury Department published on Sept. 30, 2022, final regulations on beneficial ownership information (BOI) reporting requirements intended to enhance the agency’s...more
Whether in response to stakeholders, market pressures or legal requirements, many companies are choosing to incorporate environmental, social and governance (ESG) factors into their company missions, policies, and governance...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 Sept. 21, 2022, the Securities and Exchange Commission (SEC) announced that it brought an enforcement action against two executives of Cheetah Mobile, a publicly traded Chinese app developer, for selling the company’s...more
On Sept. 15, 2022, Deputy Attorney General Lisa Monaco spoke at New York University Law School outlining the U.S. Department of Justice’s (DOJ) priorities and policies on corporate criminal enforcement....more
On Aug. 24, 2022, California Attorney General Rob Bonta (AG) announced the first public fine for failure to comply with the California Consumer Privacy Act (CCPA). Beauty products retailer Sephora Inc. agreed in a settlement...more
On Aug. 12, 2022, the Court of Appeals for the Second Circuit issued an important decision regarding the scope of the Foreign Corrupt Practices Act’s (FCPA) application to non-U.S. citizens who are employed by foreign...more
On July 20, 2022, the House Committee on Energy and Commerce advanced a new federal privacy bill titled the American Data Privacy and Protection Act (ADPPA) to the House floor. Although it is not yet law, many commentators...more
Environment, social and governance (ESG) or “sustainability” factors are criteria that are used to measure a company in a way that is not typically included in the company’s financial statements. For example, ESG can include...more
On July 12, 2022, Twitter, Inc. sued Elon Musk and certain of his special purpose entity affiliates in the Delaware Court of Chancery, seeking specific performance to force Mr. Musk to close on his agreement to purchase...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 May 10, 2022, Connecticut became the fifth state to enact a comprehensive privacy law to protect personal data, joining California, Virginia, Colorado and Utah. Although privacy and data security laws have existed in the...more
This alert addresses proceedings in two SEC securities enforcement actions emanating out of the Fifth Circuit. Both pose issues relating to the SEC’s power to bring enforcement proceedings in front of in-house administrative...more
On May 13, the Superior Court of California, County of Los Angeles, issued a verdict following a bench trial that effectively struck down SB 826, a California statute requiring the boards of public corporations based in the...more
As we have previously discussed, Lee v. Robert J. Fisher et al., Case No. 20 Civ. 6163 (N.D. Ca.), is one of a growing number of derivative lawsuits brought against public companies (in this case, The Gap Inc.) alleging...more
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