On May 21, 2024, the director of the SEC’s Division of Corporation Finance, Erik Gerding, issued a statement regarding the new requirement to disclose material cybersecurity incidents on Form 8-K. The SEC’s latest...more
On Jan. 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that significantly expand disclosure and other requirements for initial public offerings (IPOs) by special purpose acquisition companies...more
By a 3-2 vote on July 26, the U.S. Securities and Exchange Commission (SEC) adopted final rules enhancing disclosure requirements regarding public companies’ cybersecurity risk management, strategy, governance and incident...more
In connection to its adoption of amendments to Rule 10b5-1 in December 2022, the Securities and Exchange Commission (SEC) released three new compliance and disclosure interpretations (C&DIs) on May 25, 2023. The new C&DIs...more
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities...more
5/12/2023
/ 10b5-1 Plans ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases
The Securities and Exchange Commission (SEC) recently entered into a consent order with IT services company DXC Technology (DXC) with respect to DXC’s alleged violations of the Securities Act and the Exchange Act. The SEC...more
Since Kramer Levin issued its Corporate Governance: 2022 Midyear Review, a wave of enforcement actions by the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) has underscored the continued importance...more
On Dec. 8, 2022, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (the Division) posted a sample comment letter (the Letter) on its website that provides guidance to public companies regarding the...more
On Dec. 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1, generally in the form issued for comment in January 2022 (replacing the version initially published on Dec. 15, 2021), which we...more
On Oct. 26, the SEC adopted a final rule addressing the obligations of listed issuers or “companies” to recover incentive-based compensation paid to executive officers prior to an accounting restatement. The final rule will...more
Efforts to increase diversity at the top of public companies remain at the forefront of corporate consciousness and governance. As we have previously reported , stakeholder interest in diversified leadership has led to a...more
On April 1, 2022, the Superior Court of California, County of Los Angeles, granted a summary judgment motion that effectively struck down AB 979, a California statute requiring the boards of public corporations based in the...more
On March 21, 2022, the Securities and Exchange Commission (SEC) issued for comment proposed rules requiring companies to include climate-related disclosures in their registration statements and periodic reports filed under...more
On March 9, the SEC, by a 3-1 vote, proposed new rules in its most far-reaching effort to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and incident reporting by public...more
Despite SEC Chair Gary Gensler’s recent statement that formal rules related to Environmental Social Governance (ESG) may slip to next year, the SEC recently began sending out letters prompting public companies to review and...more
As we have discussed in prior alerts, expanding boardroom diversity has been a recent focus for many regulators, issuers, shareholders and other stakeholders. To this end, in December 2020, Nasdaq Inc. proposed new rules that...more
On July 13, 2021, the Securities and Exchange Commission announced partially settled charges against the Special Purpose Acquisition Company Stable Road Acquisition Co. (SRA), SRA’s sponsor and CEO, SRA’s target Momentus Inc....more
On Friday, June 11, the Securities and Exchange Commission (SEC) filed its Agency Rule List for Spring 2021 with the Office of Management and Budget. The Agency Rule List gives clarity to when companies can expect to see...more
6/16/2021
/ 10b5-1 Plans ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment Adviser ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On Dec. 22, 2020, the Staff of the Division of Corporation Finance (Staff) issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies to provide its views about certain disclosure considerations for...more
On Nov. 19, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures. ...more
On Sept. 21, 2020, SEC’s Division of Corporation Finance (Corp Fin) posted a Compliance and Disclosure Interpretation (CDI) regarding restrictions on Form S-3 eligibility for private companies that go public via merger into a...more
On Sept. 9, the SEC’s Division of Corporate Finance (the Division) amended CF Disclosure Guidance: Topic No. 7 (Topic No. 7) and issued guidance regarding the options available to companies when a previously obtained...more
On Aug. 26, the Securities and Exchange Commission adopted amendments to the description of business (Item 101), legal proceedings (Item 103) and risk factor (Item 105) disclosure requirements under Regulation S-K. ...more
On May 21, the Securities and Exchange Commission (SEC) adopted amendments to its rules governing financial disclosures relating to acquisitions and dispositions of businesses. ...more
On March 2, 2020, the Securities and Exchange Commission voted to adopt amendments to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of...more
3/5/2020
/ Amended Regulation ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Reporting ,
Guarantors ,
Regulation S-X ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Subsidiaries