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Insider Trading Policy Key Terms and Trends

With the compliance deadline for the newly issued Item 408(b) of Regulation S-K approaching for calendar-year-end companies and the increased use by the Department of Justice and the SEC of data analytics in pursuing insider...more

SEC Final SPAC Rules: Key Takeaways

The Securities and Exchange Commission (the “SEC”) has finalized its long-awaited rules regarding special purpose acquisition companies (“SPAC”). So, what are the key aspects of these rules that SPAC market participants...more

Fifth Circuit Vacates SEC’s Share Repurchase Disclosure Rules

On December 19, 2023, the Fifth Circuit officially vacated the SEC’s share repurchase disclosure rules. As a result of the Court’s decision, companies will not need to comply with the now-vacated share repurchase disclosure...more

Update on the SEC's Share Repurchase Disclosure Rules - What Should Companies Do Now?

On October 31, 2023, the Fifth Circuit ruled in Chamber of Commerce of the USA v. SEC that the SEC violated the Administrative Procedure Act when it adopted enhanced share repurchase disclosure rules. The Court provided the...more

Israel-Hamas War: SEC Disclosure and Governance Considerations

The Hamas terrorist attacks in Israel on October 7th and the Israel-Hamas War have had devastating impacts and threaten to destabilize the region, creating a number of challenges for a wide range of companies. Public...more

SEC Cybersecurity Disclosure Rules: Top Takeaways and Action Items for Public Companies

The SEC has finalized rules requiring public companies to disclose information about cybersecurity incidents, risk management, strategy and governance. This guide to help public companies comply with SEC rules covers...more

Long Anticipated SEC Cybersecurity Disclosure Rule Expected to be Finalized July 26

The SEC has scheduled an open meeting on Wednesday to decide on the adoption of eagerly anticipated cybersecurity incident and governance reporting rules. If the agency adopts rules that align with what it proposed last year,...more

SEC's Insider Trading Rules – Model Disclosures

The SEC recently introduced “Insider Trading Arrangements and Related Disclosure” rules that mandate disclosure of Rule 10b5-1 trading arrangement utilization by directors and officers, as well as insider trading policy and...more

SEC Finalizes Share Repurchase Disclosure Rules: What Public Companies Need to Know

The SEC has adopted final share repurchase disclosure rules requiring public companies to provide more detailed disclosures about their share repurchases and to tag those disclosures in Inline XBRL. Below are the key...more

New Disclosure Requirements to Consider for 2022 Fiscal Year End, the 2023 Proxy Season and Beyond

2022 was a busy year in rulemaking for the Securities and Exchange Commission (SEC). As a result, there are many new disclosure requirements for companies to keep top of mind as they work through this year’s annual report,...more

What You Need to Know About the SEC’s Amendments to Enhance Investor Protections Concerning Insider Trading

During an open meeting held December 14, 2022, the SEC voted unanimously in favor of adopting changes to the rules governing insider trading defenses, including amendments to Rule 10b5-1 under the Securities Exchange Act of...more

SEC Adopts Final Pay Versus Performance Disclosure Rule

On August 25, 2022, the SEC adopted a final rule implementing a provision of the Dodd-Frank Act of 2010 requiring public companies to provide clear disclosure of the relationship between executive compensation and company...more

SEC Updates Disclosure Requirements for Risk Factors and Business and Legal Proceeding Descriptions

Exchange Act Reports; Securities Act Filings - On August 26, 2020, the Securities and Exchange Commission announced changes to Regulation S-K intended to modernize certain disclosures related to an issuer’s business...more

Final Amendments to M&A Financial Statement Disclosures Adopted by SEC

Executive Summary. On May 21, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the current rules that require public companies to disclose financial information on significant acquisitions and...more

SEC Offers Extended Filing Relief to Companies Hit by Coronavirus

Exchange Act Reports - On March 25, 2020, the Securities and Exchange Commission issued an exemptive order modifying its March 4, 2020 order granting regulatory relief for certain publicly-traded company filing obligations...more

Companies Hit By Coronavirus Offered SEC Filing Relief

Exchange Act Reports - On March 4, 2020, the Securities and Exchange Commission announced conditional regulatory relief to public companies impacted by coronavirus (COVID-19) granting them extra time to file or furnish...more

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