Recently issued interpretive guidance from the SEC staff offers some answers for companies that find themselves having to decide whether and when to check one or both of the boxes on Form 10-K related to financial...more
5/16/2025
/ CD&I ,
Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Financial Restatements ,
Financial Statements ,
Form 10-K ,
New Guidance ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
Global events over the past quarter have had and continue to have a variety of disparate impacts on public companies. Below are some selected disclosure reminders to keep in mind for the upcoming quarterly reporting season,...more
4/14/2025
/ Audit Committee ,
Corporate Governance ,
Disclosure Requirements ,
Financial Statements ,
Form 10-K ,
Form 10-Q ,
Market Volatility ,
MD&A Statements ,
PSLRA ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Factors ,
Safe Harbors
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
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 long-anticipated rules regarding recovery of erroneously awarded incentive-based compensation, commonly referred to as a “clawback,” were adopted by the Securities and Exchange Commission by a 3-2 vote on October 26,...more
10/31/2022
/ Clawbacks ,
Corporate Counsel ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
Incentive Compensation ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
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
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 Securities and Exchange Commission issued an Order granting conditional regulatory relief from certain filing obligations under the Securities Exchange Act of 1934 for companies facing challenges in meeting...more
3/5/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Form 20-F ,
Publicly-Traded Companies ,
Relief Measures ,
Risk Management ,
Rule 144 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On February 21, 2018, the Securities and Exchange Commission (SEC) approved an interpretive release updating guidance on public company disclosure and other obligations concerning cybersecurity matters. The interpretive...more