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Client Alert: SEC Adopts Final Rules for Climate-Related Disclosures as Controversy and Challenges Loom

On March 6, 2024, the Securities and Exchange Commission (“SEC”) issued an adopting release (Release Nos. 33-11275 and 34-99678), entitled The Enhancement and Standardization of ClimateRelated Disclosures for Investors (the...more

Client Alert: Delaware Court of Chancery Defines Controlling Stockholder Fiduciary Duties: In Re Sears Hometown and Outlet Stores,...

When do controlling stockholders, exercising their voting power or selling stock, owe fiduciary duties to a Delaware corporation and its minority stockholders? This thorny question in corporate law may have a new answer...more

Client Alert: Fifth Circuit Court of Appeals Vacates the SEC’s Share Repurchase Disclosure Modernization Rule Amendments

On December 19, 2023, the US Court of Appeals for the Fifth Circuit (Fifth Circuit) issued a decision vacating the share repurchase disclosure modernization rule amendments that the US Securities and Exchange Commission (SEC)...more

Client Alert: SEC Amends Schedules 13D and 13G Beneficial Ownership Reporting Rules and Filing Requirements

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rule amendments (the “Final Rules”) that implement various changes to the reporting and filing requirements under Regulation 13D-G...more

SEC Adopts Rules on Cybersecurity Risk Management, Strategy, Governance and Incident Disclosure by Public Companies

On July 25, 2023, the US Securities and Exchange Commission (the SEC), by a 3-2 vote, adopted final rules regarding cybersecurity risk management, strategy, governance and incident reporting by public companies (the Final...more

Client Alert: SEC Adopts Amendments Requiring Additional Disclosures about an Issuer’s Share Repurchases

On May 3, 2023, the Securities and Exchange Commission (the SEC) adopted amendments that increase the amount of disclosure an issuer must provide regarding its repurchases of its equity securities that are registered under...more

Client Alert: SEC Adopts Amendments Regarding Rule 10b5-1 Insider Trading Plans and Disclosures for Equity Awards and Gifts

On December 14, 2022, the US Securities and Exchange Commission (the SEC) unanimously adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (the Exchange Act) and created new disclosure requirements to...more

Cybersecurity breaches: disclosure considerations amid increasing SEC scrutiny

Recent cybersecurity events have tested the cybersecurity defenses of many of America’s largest public companies and given rise to private class actions and insider trading cases. At the same time, the U.S. Securities and...more

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