On October 26, 2025, the Chief Revenue Officer of Snowflake Inc. appeared to overstep the bounds of Regulation Fair Disclosure (“Reg FD”) when he made statements regarding Snowflake’s future financial results during an...more
As fall approaches, the SEC has kept a brisk pace on both proposed rulemaking and regulatory initiatives in the third quarter. In this Snapshot, we review the SEC’s decision to decrease registration fees for issuers as well...more
10/1/2025
/ Capital Markets ,
Corporate Governance ,
Cryptoassets ,
Digital Assets ,
Disclosure Requirements ,
Division of Corporate Finance ,
Executive Compensation ,
Financial Reporting ,
Nasdaq ,
Proposed Rules ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC)
October 1, 2025 marks the beginning of the 2026 federal fiscal year. However, if Congress does not enact the requisite appropriations bills or a temporary funding measure known as a continuing resolution, the federal...more
AI Claims, Executive Pay, and a New SEC Playbook -
While summer temperatures continue to sizzle, things cooled considerably at the SEC in the second quarter of 2025. In this Snapshot, we examine Chairman Paul Atkins’...more
7/9/2025
/ 10b5-1 Plans ,
Artificial Intelligence ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Guidance Update ,
Investment ,
Legislative Agendas ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Technology ,
Trump Administration
On June 10, 2025, the U.S. Court of Appeals for the Ninth Circuit reversed the dismissal of a securities class action after finding the plaintiff sufficiently alleged a real estate investment fund and its managing executive...more
7/7/2025
/ Class Action ,
Corporate Counsel ,
Disclosure Requirements ,
Fund Managers ,
Investment Funds ,
Misleading Statements ,
Omissions ,
SEC Comment Letter Process ,
Securities Act of 1933 ,
Securities Fraud ,
Securities Litigation
On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more
5/2/2025
/ Clawbacks ,
Disclosure Requirements ,
Executive Compensation ,
Financial Reporting ,
Form 10-K ,
Incentive Compensation ,
New Guidance ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
As many spent the first quarter chasing their New Year’s fitness goals, so, too, did the SEC, resolving to trim down its climate rules and bulk up other key guidance. In this Snapshot, we review the agency’s decision to walk...more
On March 31, 2025, members of the U.S. House of Representatives Committee on Financial Services sent a letter to Mark Uyeda, Acting Chairman of the U.S. Securities and Exchange Commission. Seeking to “undo the damage from...more
Public companies navigating the 2025 proxy season just got some breathing room—at least when it comes to excluding certain shareholder proposals. Last week, the Staff of the SEC’s Division of Corporation Finance—in a...more
2/18/2025
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more
1/6/2025
/ Annual Reports ,
Board of Directors ,
Climate Change ,
Corporate Executives ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Insider Trading ,
Nasdaq ,
Policies and Procedures ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trump Administration ,
XBRL Filing Requirements
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s board diversity rules, which were designed to increase representation of women and minorities on corporate boards. Since 2023, the...more
On October 22, 2024, the Securities and Exchange Commission charged four companies with making materially misleading disclosures about their cybersecurity risks. Each of the companies—Unisys Corp., Avaya Holdings Corp., Check...more
10/25/2024
/ Civil Monetary Penalty ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Fines ,
Privacy Laws ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
As the summer heat fades and leaves begin to fall, so, too, does the Securities and Exchange Commission’s regulatory momentum—at least for now. With the presidential election on the horizon, the fate of several key rulemaking...more
10/2/2024
/ Artificial Intelligence ,
Climate Change ,
Disclosure ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Nasdaq ,
Proposed Rules ,
Regulatory Authority ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The SEC released a statement from Division of Corporation Finance Director Erik Gerding on June 24, 2024 reflecting Gerding’s opening remarks and the matters discussed on a panel addressing the Division's Disclosure Review...more
After a few years of proposing and adopting an unprecedented number of new rules, the Securities and Exchange Commission moderated its rule adoption activities in the second quarter of 2024. During the quarter, the SEC...more
7/10/2024
/ Chevron Deference ,
Chevron v NRDC ,
Climate Change ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Incident Response Plans ,
Loper Bright Enterprises v Raimondo ,
Regulatory Authority ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Statutory Interpretation
\On April 5, 2024, a jury in Federal Court in California found that the SEC established that Defendant Matthew Panuwat was liable under a civil misappropriation theory of insider trading violations of Section 10(b) of the...more
The U.S. Securities and Exchange Commission announced on April 4, 2024 that it is voluntarily delaying the implementation of its climate disclosure regulations while it fights an Eighth Circuit Court challenge seeking to...more
While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits. In this Snapshot, we review the legal challenges facing the SEC’s...more
4/1/2024
/ Climate Change ,
Disclosure Requirements ,
Diversity ,
Final Rules ,
Greenhouse Gas Emissions ,
Nasdaq ,
Proxy Advisors ,
Proxy Season ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Securities ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Repurchases
On March 15, 2024, the U.S. Court of Appeals for the Fifth Circuit issued a stay of the Securities and Exchange Commission’s new climate-disclosure rules, which were adopted March 6. The three-judge panel granted the requests...more
On March 6, 2024, the Securities and Exchange Commission adopted its highly anticipated climate-related disclosure rules. The rules faced public scrutiny since their proposal two years ago, with the SEC receiving more than...more
3/15/2024
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On February 28, 2024, the SEC announced it will consider final rules for climate-related disclosures on March 6, 2024...more
As 2023 comes to an end, we reflect on how active the Securities and Exchange Commission’s rulemaking agenda was throughout the year. As companies prepare for their annual reports and proxy statements, we summarize new...more
On November 22, 2023, the SEC issued an order postponing the effective date of rules that would require issuers to include detailed disclosures in periodic reports related to their share repurchases (the “Repurchase Rule”)....more
On October 10, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted certain of its proposed changes to modernize the rules governing beneficial ownership reporting. However, not all proposed rules were adopted;...more
The weather may be cooling down, but the Securities and Exchange Commission (“SEC”) did not cool down its pace of rulemaking during the third quarter of 2023. The SEC adopted its highly anticipated cybersecurity disclosure...more
10/2/2023
/ 10b5-1 Plans ,
Capital Markets ,
Compliance ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
EU ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act