Earlier this week, the SEC accused SolarWinds Corporation (“SolarWinds” or the “Company”) and its Chief Information Security Officer (“CISO”) of committing scienter-based securities fraud, among other violations, for...more
11/6/2023
/ Chief Information Security Officer (CISO) ,
Cyber Incident Reporting ,
Cybersecurity ,
Enforcement ,
False Statements ,
Form 8-K ,
Internal Controls ,
NIST ,
Popular ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
SolarWinds
On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more
5/16/2023
/ Disclosure Requirements ,
Foreign Private Issuers ,
Form 10-Q ,
Investors ,
Regulation S-K ,
Repurchases ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Stock Repurchases ,
Trading Policies
Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates...more
12/27/2022
/ Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Internal Revenue Code (IRC) ,
Non-GAAP Financial Measures ,
Popular ,
Principal Executive Office (PEO) ,
Proxy Season ,
Regulation S-K ,
Securities Exchange Act ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Total Shareholder Return (TSR)
On February 10, 2022, the U.S. Securities and Exchange Commission (the SEC) proposed amendments[1] to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934...more
On December 15, 2021, the U.S. Securities and Exchange Commission (the SEC) proposed amendments which would require that a public company provide more timely disclosure on a new Form SR regarding purchases of its equity...more
On December 15, 2021, the U.S. Securities and Exchange Commission (the SEC) proposed amendments to the affirmative defense in Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and...more
12/17/2021
/ 10b5-1 Plans ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Gary Gensler ,
Good Faith ,
Insider Trading ,
Proposed Amendments ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On May 4, 2020, the U.S. SEC’s Division of Corporation Finance (the “Staff”) published four “FAQs” relating to the application of the Commission’s March 25, 2020 Order (the “COVID-19 Order”) providing extended deadlines for...more
5/6/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Division of Corporate Finance ,
Filing Deadlines ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
New Guidance ,
Offerings ,
Publicly-Traded Companies ,
Relief Measures ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Time Extensions
In light of the public health and safety concerns raised by COVID-19, companies have been considering changes to their typical annual shareholder meeting procedures, including changes to the date, time, or location of the...more
As the scale of the COVID-19 pandemic continues to expand, and government responses to and economic effects of the pandemic evolve, companies have had to grapple in real time with what, when, and how to communicate about the...more
As the coronavirus (COVID-19) outbreak continues to rapidly unfold and create uncertainty in the market, companies are considering whether to opportunistically buy back stock, or to otherwise take advantage of the current...more
During 2019, the Division of Corporation Finance (the “Division” or the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) addressed a number of regulatory issues affecting public companies and participants...more
1/28/2020
/ Accredited Investors ,
Corp Fin ,
Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Proxy Voting Guidelines ,
Regulation S-K ,
Rule 14a-8 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Testing-the-Waters Communications
The SEC recently adopted rules implementing Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”) and Title LXXXV of the Fixing America’s Surface Transportation Act (the “FAST Act”). Title V and...more
6/2/2016
/ Accredited Investors ,
Corporate Issuers ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Private Issuers ,
JOBS Act ,
Registration ,
Reporting Requirements ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Threshold Requirements ,
Title V ,
Title VI
Many market participants were taken by surprise by the enactment of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, HR 3606, was passed by the United States House of Representatives on March 8, 2012. On March...more
2/1/2016
/ Capital Formation ,
Crowdfunding ,
Dodd-Frank ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
JOBS Act ,
Private Offerings ,
Publicly-Traded Companies ,
Qualified Institutional Buyers ,
Registration Requirement ,
Regulation A ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On January 13, 2016, the Securities and Exchange Commission (the “SEC”) adopted interim final rules to implement Sections 71003 and 84001 of the Fixing America’s Surface Transportation Act (the “FAST Act”). The interim final...more
In this alert, we provide a detailed overview of the final rules, Regulation Crowdfunding, which will be applicable to crowdfunding offerings conducted in reliance on Section 4(a)(6) of the Securities Act of 1933 as amended...more
11/2/2015
/ Advertising ,
Aggregation Rules ,
AICPA ,
Annual Reports ,
Broker-Dealer ,
Cancellation Rights ,
Capital Raising ,
Crowdfunding ,
Data Privacy ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Final Rules ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Statements ,
Funding Portal ,
GAAP ,
Intermediaries ,
Investment Companies ,
Investment Company Act of 1940 ,
Investor Protection ,
JOBS Act ,
Offerings ,
Policies and Procedures ,
Recordkeeping Requirements ,
Regulation S-P ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Title III
Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC approved proposed rules required under Section 954 of the Act. Section 954 of the Act added...more
8/10/2015
/ Clawbacks ,
Corporate Officers ,
Delisting ,
Dodd-Frank ,
Financial Restatements ,
Foreign Private Issuers ,
Incentive Compensation ,
Incentive Stock Options ,
Proposed Regulation ,
Regulation S-K ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On February 9, 2015, the Securities and Exchange Commission (the “Commission”) proposed amendments to its rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),...more
On January 16, 2015, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) announced that the Staff will express no views on no-action requests, arguing that shareholder proposals...more
In This Issue:
- Introduction
- The IPO on-ramp
- The IPO Process
- Applying Title I to other transactions
- Private offerings
- Crowdfunding
- Regulation A+
- Exchange...more
On January 3, 2014 the Staff of the SEC’s Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to address a number of interpretive issues under the “bad actor”...more