As calendar-year companies prepare for upcoming quarterly reports, here are some updates and reminders...more
On January 25, 2024, the SEC announced the settlement of cease-and-desist proceedings against Northern Star Investment Corp. II, a special purpose acquisition company (SPAC). The SEC alleged that the company failed to...more
Over the past several months, the U.S. Securities and Exchange Commission (“SEC”) has concluded several aggressive enforcement actions related to supposed violations of Rule 21F-17 under the Securities Exchange Act of 1934,...more
A Fifth Circuit panel recently upheld Nasdaq’s diversity disclosure rules after petitioners challenged them under the First and Fourteenth Amendments and the Administrative Procedure Act (APA). Alliance For Fair Board...more
On October 30, 2023, the SEC filed charges against SolarWinds Corp. and its chief information security officer (CISO), alleging:
..Failures to disclose known cybersecurity vulnerabilities affecting the company’s “crown...more
11/2/2023
/ Chief Information Security Officer (CISO) ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Fraud ,
Internal Controls ,
Misleading Statements ,
Popular ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
What happened -
A public company and its CEO lost motions to dismiss securities fraud claims based on:
..Statements in 10-Qs and 10-Ks that a competitor’s trade secrets lawsuit was “without merit”
..Assurances in...more
The SEC has scheduled a public meeting for July 26, 2023 to, among other things, “consider whether to adopt rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and...more
What happened -
On May 3, 2023, a divided SEC adopted rule amendments that significantly increase company disclosures about their share repurchases. The changes will require companies to...more
5/5/2023
/ Amended Rules ,
Compliance ,
Compliance Dates ,
Disclosure Requirements ,
Foreign Private Issuers ,
Publicly-Traded Companies ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases ,
Stock Trades
What happened -
The SEC staff recently issued 15 interpretations (see Sections 128D and 228D) relating to its new Pay versus Performance (PvP) rules....more
More than seven years after their original proposal, the SEC adopted new rules requiring companies to disclose metrics reflecting the relationship between executive compensation actually paid and the company’s financial...more
As discussed in our July 24, 2020 client alert, the SEC amended the proxy rules to establish a framework for proxy advisors such as ISS and Glass Lewis to remain exempt from proxy rule information and filing requirements....more
The SEC recently adopted amendments mandating that certain documents and forms, including Forms 144, be submitted electronically, rather than in paper form. The Form 144 electronic filing requirement will begin six months...more
The comment period for the SEC’s proposed amendments to Rule 10b5-1 expired on April 1, 2022. A review of some representative submissions generally showed strong support from institutional and retail investors. ...more
Now that we are knee deep in annual meeting season, companies should consider preparing for “what if” questions that may arise during Q&A based on current events. For example, shareholders (including employee shareholders)...more
Despite a California superior court’s recent ruling against a 2020 California law (AB 979), the move toward increasing board diversity is alive and well, as proxy advisory firms, institutional investors, Nasdaq and others...more
On March 30, 2022, the SEC approved by a 3-1 vote a proposal to effect significant changes to disclosure and liability rules governing SPACs, including de-SPAC transactions, or “SPAC target IPOs” as referred to by Chairman...more
The Ukraine crisis raises a host of potential forward-looking statement qualifiers and risk factors to consider, as U.S. and European leaders swiftly issued several rounds of progressively more severe sanctions against...more
Spring-loading - awarding equity awards before announcing material good news - was in the headlines 15 years ago but still surfaces on occasion, notably when in July 2020 Kodak made large grants to executives the day before a...more
Considerations for companies planning for next proxy season should include the following:
Risk Factors -
..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
11/3/2021
/ Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Form 10-K ,
Incentive Compensation ,
MD&A Statements ,
NYSE ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Votes ,
Shareholders
The next Form 10-K filing for most companies will be their first filing required to comply with the revised Management’s Discussion and Analysis (Item 303 of Regulation S-K) requirements adopted by the SEC in November 2020....more
10/1/2021
/ Biden Administration ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As discussed in our March 4, 2021 and March 17, 2021 posts, Allison Herren Lee, then the Acting Chair of the SEC, previously issued a Public Statement and delivered a speech announcing the SEC’s enhanced focus on...more
Reverses Position on $120,000 Threshold -
On August 19, 2021, the New York Stock Exchange further revised its definition of a “related party transaction” to include the $120,000 quantitative threshold under Item 404 of...more
The SEC today approved Nasdaq’s board diversity proposal, which will require each Nasdaq-listed company to publicly disclose information on the voluntary self-identified gender and racial characteristics and LGBTQ+ status of...more
As companies prepare upcoming periodic reports, they should focus on carefully reviewing and updating their risk factors. Some of the considerations may include...more
7/13/2021
/ Adverse Events ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Executive Orders ,
Form 10-K ,
Form 10-Q ,
MD&A Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Assessment
There has recently been a rash of similar anonymous whistleblower tips to public companies, each claiming that an unnamed company supervisor boasted about reaping profits from insider trading. The number of public companies...more