On March 6, 2024, the Securities and Exchange Commission (SEC) issued rules aimed at standardizing climate-related disclosures by public companies. Commonly known as the SEC climate disclosure rules, these rules were designed...more
On February 12, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M) setting forth staff guidance on shareholder proposals submitted...more
As we approach 2025, we want to remind registrants about several new rules that will impact disclosure for the 2024 Form 10-K and 2025 proxy season, note the 2025 deadlines for filings with the Securities and Exchange...more
12/10/2024
/ Artificial Intelligence ,
Cybersecurity ,
Disclosure Requirements ,
EDGAR ,
Equity Grants ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Insider Trading ,
Misleading Statements ,
MNPI ,
Proxy Season ,
Proxy Statements ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Suspicious Activity Reports (SARs) ,
XBRL Filing Requirements
On October 22, 2024, the Securities and Exchange Commission (SEC) announced that it had charged four companies with making materially misleading disclosures regarding cybersecurity risks and intrusions, with one company also...more
On July 18, 2024, Judge Paul A. Engelmeyer of the U.S. District Court for the Southern District of New York issued a 107-page opinion dismissing most of the Securities and Exchange Commission’s (SEC) case against SolarWinds...more
On April 12, 2024, the U.S. Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P., in a unanimous opinion authored by Justice Sonia Sotomayor, that “pure omissions” made in required disclosures do not...more
5/1/2024
/ Corporate Issuers ,
Disclosure Requirements ,
False Statements ,
Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
MD&A Statements ,
Misleading Statements ,
Omissions ,
Regulation S-K ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Violations ,
Split of Authority
On April 4, 2024, the Securities and Exchange Commission (SEC) released an order issuing a stay of the newly adopted SEC climate disclosure rules (our guide to the new climate disclosure rules is available here). In issuing...more
On March 21, 2024, the lottery conducted by the Judicial Panel on Multidistrict Litigation selected the U.S. Court of Appeals for the Eighth Circuit as the venue for hearing a case consolidating nine lawsuits against the...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted climate disclosure rules which will require registrants to disclose detailed new climate-related disclosures in annual reports and registration...more
3/25/2024
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Financial Statements ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smaller Reporting Companies
On March 15, 2024, a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit temporarily stayed the recently adopted Securities and Exchange Commission (SEC) climate disclosure rules, blocking their...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted climate disclosure rules which will require registrants to disclose detailed new climate-related disclosures in annual reports and registration...more
As we approach the 2024 proxy season, companies are preparing for the second year of compliance with the pay vs. performance (PvP) disclosure required under Item 402(v) of Regulation S-K. As a reminder, under Item 402(v) of...more
As the calendar year flips over to 2024, we want to remind registrants about several new rules that will impact disclosure for the 2023 Form 10-K and 2024 proxy season, update the status of some pending Securities and...more
1/9/2024
/ Clawbacks ,
Cyber Threats ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Foreign Private Issuers ,
Form 10-K ,
Greenhouse Gas Emissions ,
Human Capital ,
Insider Trading ,
Interest Rates ,
Nasdaq ,
Pay-for-Performance ,
Proxy Season ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
Key Point: The decision making processes to determine whether a cybersecurity incident is material or not, should include documenting the factors behind each determination and should be practiced before an incident...more
8/23/2023
/ Cyber Incident Reporting ,
Cybersecurity ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Form 8-K ,
Information Technology ,
Policies and Procedures ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
Part I of this blog series discussed the compliance dates and the new definitions in the U.S. Securities Exchange Commission’s (the “SEC”) final rules (the “adopting release”) for cybersecurity disclosures. In Part II, we...more
Key Point: To avoid inadvertently increasing enforcement and litigation risks, companies should consider these suggestions to minimize headaches with the SEC’s final rules that mandate (a) disclosures in annual report of...more
On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies. The final rules require...more
8/16/2023
/ Customer Proprietary Network Information (CPNI) ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
FCC ,
Final Rules ,
Foreign Private Issuers ,
Form 8-K ,
Regulation S-K ,
Reporting Requirements ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more
6/29/2023
/ Clawbacks ,
Compliance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation