On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more
5/2/2025
/ Clawbacks ,
Disclosure Requirements ,
Executive Compensation ,
Financial Reporting ,
Form 10-K ,
Incentive Compensation ,
New Guidance ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On February 27, 2025, the Financial Crimes Enforcement Network (“FinCEN”) announced that it will not issue any fines or penalties or initiate any other enforcement action against companies that do not file or update...more
3/3/2025
/ Beneficial Owner ,
Compliance ,
Corporate Transparency Act ,
Disclosure Requirements ,
Enforcement Actions ,
Filing Deadlines ,
FinCEN ,
Interim Rule ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Temporary Hold
On February 17, a federal judge in Texas lifted a preliminary injunction issued in Smith v. United States Department of the Treasury, removing the last legal hurdle to the enforcement of the Corporate Transparency Act...more
2/19/2025
/ Beneficial Owner ,
Corporate Transparency Act ,
Enforcement Actions ,
Enforcement Priorities ,
Filing Deadlines ,
FinCEN ,
National Security ,
Popular ,
Preliminary Injunctions ,
Reporting Requirements ,
U.S. Treasury
Last Friday, the United States Supreme Court lifted a nationwide injunction originally issued by the U.S. District Court for the Eastern District of Texas (and later upheld by the Fifth Circuit Court of Appeals) in Texas Top...more
Yesterday, the United States Supreme Court reinstated the Corporate Transparency Act (the “CTA”) and allowed its reporting obligations to go into effect pending a challenge to the law’s merits in the U.S. Court of Appeals for...more
As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more
1/6/2025
/ Annual Reports ,
Board of Directors ,
Climate Change ,
Corporate Executives ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Insider Trading ,
Nasdaq ,
Policies and Procedures ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trump Administration ,
XBRL Filing Requirements
As previously reported, on December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction on the enforcement of the Corporate Transparency Act (the “CTA”) and its...more
12/27/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Business Ownership ,
Corporate Transparency Act ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Smaller Reporting Companies ,
Stays ,
Time Extensions
As the January 1, 2025 reporting deadline for beneficial ownership information under the Corporate Transparency Act (“CTA”) quickly approaches, the United States District Court for the Eastern District of Texas (“Court”)...more
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
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
While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits. In this Snapshot, we review the legal challenges facing the SEC’s...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 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
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
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
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
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 December 15, 2022, the Financial Crimes Enforcement Network (“FinCEN”) issued a Notice of Proposed Rulemaking (the “NPRM”) that would implement provisions of the Corporate Transparency Act (the “CTA”) regarding access to...more
1/9/2023
/ Beneficial Owner ,
Civil Monetary Penalty ,
Confidentiality Policies ,
Corporate Transparency Act ,
Disclosure Requirements ,
Due Diligence ,
Financial Institutions ,
FinCEN ,
NPRM ,
Proposed Regulation ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Safeguards Rule
On September 29, 2022, the Financial Crimes Enforcement Network (“FinCEN”) issued the highly anticipated final rule, Beneficial Ownership Information Reporting Requirements (the “Final Rule”), implementing the beneficial...more
10/6/2022
/ Beneficial Owner ,
Corporate Transparency Act ,
Customer Due Diligence (CDD) ,
Employer Identification Number (EIN) ,
Final Rules ,
FinCEN ,
Income Taxes ,
Limited Liability Company (LLC) ,
New Regulations ,
Penalties ,
Reporting Requirements