On July 8, 2024, the Financial Crimes Enforcement Network (“FinCEN”) issued additional FAQs relating to the Corporate Transparency Act (the “CTA”). More specifically, FinCEN provided helpful guidance pertaining to the...more
The SEC released a statement from Division of Corporation Finance Director Erik Gerding on June 24, 2024 reflecting Gerding’s opening remarks and the matters discussed on a panel addressing the Division's Disclosure Review...more
After a few years of proposing and adopting an unprecedented number of new rules, the Securities and Exchange Commission moderated its rule adoption activities in the second quarter of 2024. During the quarter, the SEC...more
7/10/2024
/ Chevron Deference ,
Chevron v NRDC ,
Climate Change ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Incident Response Plans ,
Loper Bright Enterprises v Raimondo ,
Regulatory Authority ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Statutory Interpretation
On April 18, 2024, the Financial Crimes Enforcement Network (“FinCEN”) issued additional FAQs relating to the Corporate Transparency Act (the “CTA”). More specifically, FinCEN provided helpful guidance pertaining to the...more
\On April 5, 2024, a jury in Federal Court in California found that the SEC established that Defendant Matthew Panuwat was liable under a civil misappropriation theory of insider trading violations of Section 10(b) of the...more
The U.S. Securities and Exchange Commission announced on April 4, 2024 that it is voluntarily delaying the implementation of its climate disclosure regulations while it fights an Eighth Circuit Court challenge seeking to...more
NEW CLIMATE-DISCLOSURE RULES SUBJECT TO HEAT OF LEGAL CHALLENGES -
While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits....more
4/1/2024
/ Climate Change ,
Disclosure Requirements ,
Diversity ,
Final Rules ,
Greenhouse Gas Emissions ,
Nasdaq ,
Proxy Advisors ,
Proxy Season ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Securities ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Repurchases
On March 15, 2024, the U.S. Court of Appeals for the Fifth Circuit issued a stay of the Securities and Exchange Commission’s new climate-disclosure rules, which were adopted March 6. The three-judge panel granted the requests...more
On March 6, 2024, the Securities and Exchange Commission adopted its highly anticipated climate-related disclosure rules. The rules faced public scrutiny since their proposal two years ago, with the SEC receiving more than...more
3/15/2024
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On February 20, 2024, the Financial Crimes Enforcement Network (“FinCEN”) published a small entity compliance guide (the “Guide”) that provides an overview of the requirements regarding access to beneficial ownership...more
On March 1, 2024, a Federal District Court in Alabama held that the Corporate Transparency Act (the “CTA”) is unconstitutional. The Court reasoned that the plaintiffs were entitled to summary judgment because the CTA “exceeds...more
On February 28, 2024, the SEC announced it will consider final rules for climate-related disclosures on March 6, 2024...more
As 2023 comes to an end, we reflect on how active the Securities and Exchange Commission’s rulemaking agenda was throughout the year. As companies prepare for their annual reports and proxy statements, we summarize new...more
The Corporate Transparency Act ("CTA") reporting requirements take effect on January 1, 2024. The CTA requires many entities to disclose ownership information to the Financial Crimes Enforcement Network (“FinCEN”)...more
12/4/2023
/ Beneficial Owner ,
Business Entities ,
Business Ownership ,
Corporate Transparency Act ,
Disclosure Requirements ,
Extensions ,
Filing Deadlines ,
Financial Regulatory Reform ,
FinCEN ,
Regulatory Agenda ,
Reporting Requirements
On November 22, 2023, the SEC issued an order postponing the effective date of rules that would require issuers to include detailed disclosures in periodic reports related to their share repurchases (the “Repurchase Rule”)....more
On October 10, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted certain of its proposed changes to modernize the rules governing beneficial ownership reporting. However, not all proposed rules were adopted;...more
The weather may be cooling down, but the Securities and Exchange Commission (“SEC”) did not cool down its pace of rulemaking during the third quarter of 2023. The SEC adopted its highly anticipated cybersecurity disclosure...more
10/2/2023
/ 10b5-1 Plans ,
Capital Markets ,
Compliance ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
EU ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On July 26, 2023, the Securities and Exchange Commission (“SEC”) adopted final rules, rule amendments and form amendments to expand and standardize disclosures regarding cybersecurity risk management, strategy, governance,...more
7/28/2023
/ Amended Regulation ,
Amended Rules ,
Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Deadlines ,
Disclosure Requirements ,
Final Rules ,
Form 8-K ,
Investors ,
Policies and Procedures ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Risk Management ,
Securities and Exchange Commission (SEC)
Although the U.S. Securities and Exchange Commission (“SEC”) has not yet adopted the highly-anticipated final rules on climate change disclosure, in the second quarter of 2023 the SEC continued its heated pace of rulemaking....more
6/27/2023
/ Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Insider Trading ,
New Rules ,
Proposed Amendments ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Trading Plans
On June 5, 2023, the New York Stock Exchange (NYSE) filed Amendment No. 1 to its proposed listing standard related to the Securities and Exchange Commission’s (SEC) Rule 10D-1 (the “Clawback Rule”), extending the effective...more
On Friday, May 12, 2023, the U.S. Chamber of Commerce announced that it had filed a lawsuit against the SEC to prevent implementation of the SEC’s new Share Repurchase Disclosure Modernization rules, which KMK has recently...more
5/18/2023
/ Administrative Procedure Act ,
Appeals ,
Biden Administration ,
Class Action ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement ,
New Rules ,
Publicly-Traded Companies ,
Repurchase Agreements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases ,
U.S. Commerce Department
On May 3, 2023, the Securities and Exchange Commission adopted amendments to Item 703 of Regulation S-K which were proposed in December 2021 as part of the SEC’s goal of “improving the quality, relevance and timeliness” of...more
5/8/2023
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Equity Securities ,
Publicly-Traded Companies ,
Repurchase Agreements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders ,
Stock Options ,
Stock Repurchases
On April 24, 2023, the Securities and Exchange Commission extended the time period to take action on proposed listing standards to implement the Dodd-Frank “Clawback Rules.” As discussed in a previous blog post, the SEC...more
5/3/2023
/ Clawbacks ,
Dodd-Frank ,
Listing Rules ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Exchange ,
Time Extensions
Securities and Exchange Commission rulemaking continued at a brisk pace in the first quarter of 2023 as the Commission implemented several significant reporting and compliance regulations adopted in 2022. Final rules and...more
3/29/2023
/ 10b5-1 Plans ,
Clawbacks ,
Compensation ,
Compliance ,
Cooling-Off Rule ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
EU ,
Final Rules ,
Form 10-K ,
GAAP ,
Incentives ,
Principal Executive Officer ,
Reporting Requirements ,
Rulemaking Process ,
Securities ,
Securities and Exchange Commission (SEC) ,
Universal Proxy
On March 14, 2023, DXC Technology Company (“DXC”) settled with the Securities and Exchange Commission (“SEC”) for $8 million regarding alleged misleading disclosures in DXC’s public filings. The SEC claimed DXC made...more
3/29/2023
/ Anti-Fraud Provisions ,
Cease and Desist Orders ,
Corporate Net Income ,
Disclosure Requirements ,
Internal Controls ,
Misleading Statements ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Settlement