On July 18, 2024, the U.S. District Court for the Southern District of New York dismissed most of the claims brought by the Securities and Exchange Commission (the “Commission”) against SolarWinds Corp. and its Chief...more
8/13/2024
/ Accounting Standards ,
Chief Information Security Officer (CISO) ,
Cyber Attacks ,
Disclosure Requirements ,
Dismissals ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Fraud ,
Internal Controls ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
SolarWinds
On April 15, 2024, Gurbir S. Grewal, Director of the SEC’s Division of Enforcement, spoke at a compliance and enforcement conference regarding the challenges and potential missteps associated with the increased use of...more
The Financial Accounting Standards Board (FASB) was quite active at the end of 2023 and published two notable Accounting Standards Updates (ASUs) that are expected to meaningfully affect public company disclosures regarding...more
As 2023 comes to a close and companies begin preparing their Form 10-K, one question keeps emerging: to check or not to check Form 10-K’s new restatement and compensation recovery (“clawback”) checkboxes?...more
Public companies will soon be required to provide increased transparency about cybersecurity incidents, risk management, strategy and governance as a result of new rules adopted by the Securities and Exchange Commission (the...more
8/14/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On July 26, 2023, in a 3-2 vote, the Securities and Exchange Commission (the “SEC”) adopted new rules for public companies that will require disclosures regarding cybersecurity incidents, as well as cybersecurity risk...more
7/31/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
New Rules ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
The PCAOB recently released a new Audit Committee Resource, which sets forth an updated set of questions that audit committee members may want to consider incorporating into their ongoing engagement with auditors....more
7/13/2023
/ Audit Committee ,
Audits ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Cybersecurity ,
Digital Assets ,
Disclosure Requirements ,
Fraud ,
PCAOB ,
Risk Assessment ,
Special Purpose Acquisition Companies (SPACs)
In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more
12/30/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On Tuesday, the SEC’s Division of Corporation Finance posted updated Compliance and Disclosure Interpretations (C&DIs) regarding Non-GAAP Financial Measures. A summary of the specific changes is set out below, followed by...more
In a surprising 5-0 vote, the SEC yesterday adopted amendments to Rule 10b5-1, the SEC’s rule governing pre-arranged trading plans, as well as amendments to related disclosure and other rules. The amendments impose...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted, by a 3-2 vote, the long-anticipated Pay Versus Performance disclosure rules. After two rounds of public comment (see our prior alert and the reopening...more
Segment reporting - a frequent topic of SEC comments and the subject of long-running debate at the Financial Accounting Standards Board (FASB) - continues to appear on the FASB’s Technical Agenda, with some likely changes on...more
Yesterday, the US Securities and Exchange Commission (SEC or Commission) proposed groundbreaking rules intended to enhance and standardize climate-related disclosure requirements for public companies. The SEC’s climate...more
3/23/2022
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
SEC Acting Chief Accountant Paul Munter released a statement last week, Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors (the “Statement”), that is sure to become required reading for any...more
On March 9, 2022, the SEC proposed rules, by a 3-1 vote, that are intended to enhance disclosures about cybersecurity risk management, strategy, governance, and incident reporting by public companies. The proposed rules are...more
3/11/2022
/ Comment Period ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 8-K ,
Investment Adviser ,
Investment Companies ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Mitigation ,
Securities and Exchange Commission (SEC)
On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more
12/28/2021
/ Amended Regulation ,
Closed-End Funds ,
Comment Period ,
Corporate Issuers ,
Disclosure Requirements ,
Foreign Issuers ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Investment Funds ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Share Buybacks ,
Stock Repurchases
In June 2021, Chairman Gary Gensler of the Securities and Exchange Commission (SEC) expressed the view that it was time to “freshen up” Exchange Act Rule 10b5-1 - the rule that provides an affirmative defense to claims of...more
12/28/2021
/ 10b5-1 Plans ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Trading Policies
Last week, the SEC announced the adoption of Staff Accounting Bulletin No. 120 (SAB 120), which provides guidance for companies as to how they should recognize and disclose the cost of providing “spring-loaded” awards to...more
12/10/2021
/ Corporate Governance ,
Disclosure Requirements ,
Equity Compensation ,
Executive Compensation ,
Fair Value Standard ,
Financial Accounting ,
Incentive Stock Options ,
Internal Controls ,
Material Nonpublic Information ,
MD&A Statements ,
New Regulations ,
Securities and Exchange Commission (SEC) ,
Stock Options
Yesterday, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act (HFCAA). These amendments finalize the interim final rules...more
12/6/2021
/ Amended Regulation ,
Annual Reports ,
Disclosure Requirements ,
EDGAR ,
Final Rules ,
Foreign Corporations ,
Foreign Issuers ,
Holding Companies ,
PCAOB ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
On Friday, the SEC approved Nasdaq listing rules related to board diversity. The new Board Diversity Rule establishes diversity objectives for different classes of Nasdaq-listed companies and related disclosure requirements....more
8/10/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
On Friday, SEC Chair Gary Gensler issued a statement concerning investor protection related to recent developments in China. The statement summarizes risks to US investors as a result of recent government-led developments in...more
On June 11, 2021, the Securities and Exchange Commission announced its Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions (RegFlex Agenda). The RegFlex Agenda sets forth the short-term and long-term regulatory...more
6/21/2021
/ 10b5-1 Plans ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulation D ,
Regulatory Agenda ,
Rule 144 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
SEC Commissioner Allison Herren Lee recently shared some keynote remarks at the 2021 ESG Disclosure Priorities Event hosted by the American Institute of CPAs & the Chartered Institute of Management Accountants,...more
The Securities and Exchange Commission (SEC) announced in recent weeks multiple efforts to highlight climate change in corporate disclosures and to increase scrutiny and, potentially, enforcement focus on company disclosure...more
3/16/2021
/ Biden Administration ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
Yesterday, the SEC announced the formation of a Climate and ESG Task Force in the Division of Enforcement. This announcement follows Acting Chair Allison Herren Lee’s earlier statement directing the Division of Corporation...more