The Corporate Transparency Act (CTA) is the gift that keeps giving. As affected entities and their advisers struggle to determine whether they are subject to the beneficial ownership information (BOI) reporting provisions of...more
4/30/2024
/ Beneficial Owner ,
Constitutional Challenges ,
Corporate Counsel ,
Corporate Entities ,
Corporate Governance ,
Corporate Transparency Act ,
Criminal Code ,
Department of Justice (DOJ) ,
Fifth Amendment ,
FinCEN ,
Fourth Amendment ,
Homeowners Association (HOA) ,
Penalties ,
Proposed Legislation ,
Reporting Requirements ,
Small Business ,
Trusts ,
U.S. Treasury
The U.S. Securities and Exchange Commission (SEC) on March 6, 2024, adopted a new slate of standardized climate-related disclosure rules for public companies and foreign private issuers. Adopted by a 3-2 vote, the final rules...more
3/11/2024
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
Foreign Private Issuers ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Corporate Transparency Act (CTA) entered into force on Jan. 1, 2024. Under the beneficial ownership information reporting rule of the CTA, certain entities – such as corporations, limited liability companies and other...more
1/17/2024
/ Beneficial Owner ,
Corporate Governance ,
Corporate Transparency Act ,
Customer Due Diligence (CDD) ,
Deadlines ,
Exemptions ,
Final Rules ,
Financial Crimes ,
FinCEN ,
Ownership Interest ,
Regulatory Requirements ,
Reporting Requirements ,
Subsidiaries
The new Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure rules (Final Rules) adopted by the U.S. Securities and Exchange Commission (SEC) were published in the Federal Register on Aug. 4, 2023, and...more
8/21/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The long-awaited U.S. Securities and Exchange Commission (SEC) cybersecurity rules for public companies have finally arrived. On July 26, 2023, a divided SEC adopted new rules requiring each public company to, among other...more
7/31/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Third-Party Risk
The New York Stock Exchange (NYSE) on June 5, 2023, filed an amendment to its incentive compensation clawback listing standard originally proposed in February 2023. The Nasdaq Stock Market followed suit and filed an analogous...more
6/13/2023
/ Clawbacks ,
Compensation & Benefits ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Popular ,
Publicly-Traded Companies ,
Regulatory Reform ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. Securities and Exchange Commission (SEC) on Jan. 4, 2023, released its Fall 2022 Unified Agenda of Regulatory and Deregulatory Actions (Reg Flex Agenda). The SEC's Reg Flex Agenda is released semiannually and,...more
The U.S. Securities and Exchange Commission (SEC), in a rare unanimous vote, adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements to enhance investor...more
12/23/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
Holland & Knight invites you to read our China Practice Newsletter, in which our authors discuss pertinent Sino-American topics.
HIGHLIGHTS:
..SEC Releases Proposal to Enhance Disclosures for SPACs and De-SPAC...more
5/3/2022
/ Biden Administration ,
China ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Intellectual Property Protection ,
Mandatory Arbitration Clauses ,
Metaverse ,
Popular ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment ,
Special Purpose Acquisition Companies (SPACs)
The U.S. Securities and Exchange Commission (SEC) on March 21, 2022, proposed rules that would require registrants to disclose information regarding climate-related risks in certain periodic reports and registration...more
Less than a month after the U.S. Securities and Exchange Commission (SEC) proposed substantial new cybersecurity requirements for investment advisers and registered investment companies, the commission unveiled a new slate of...more
Holland & Knight invites you to read our China Practice Newsletter, in which our authors discuss pertinent Sino-American topics -
HIGHLIGHTS:
Preference Claims
Clawbacks in Bankruptcy Can Disrupt a Construction...more
11/1/2021
/ Audits ,
Bankruptcy Code ,
Bankruptcy Preferences ,
Caremark claim ,
China ,
Clawbacks ,
Commercial Bankruptcy ,
Construction Project ,
Corporate Governance ,
Defense Strategies ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
IRS ,
Multinationals ,
Nasdaq ,
Offshore Funds ,
Securities and Exchange Commission (SEC)
The Delaware Court of Chancery on Sept. 7, 2021, allowed a derivative stockholder lawsuit to proceed against The Boeing Company (Boeing), alleging that Boeing's board of directors breached their fiduciary duties by failing to...more
10/1/2021
/ Board of Directors ,
Boeing ,
Breach of Duty ,
Caremark claim ,
Corporate Counsel ,
Corporate Governance ,
Derivative Suit ,
Fiduciary Duty ,
Oversight Duties ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholder Litigation
Holland & Knight invites you to read our China Practice Newsletter, in which our authors discuss pertinent Sino-American topics.
HIGHLIGHTS:
- Non-Fungible Tokens and Intellectual Property Law: Key Considerations...more
9/2/2021
/ Commercial Leases ,
Controlled Foreign Corporations ,
Cryptocurrency ,
Cybersecurity ,
Digital Assets ,
Disclosure Requirements ,
Enforcement Actions ,
Foreign Investment ,
General Services Administration (GSA) ,
Intellectual Property Protection ,
Irrevocable Trusts ,
National Security ,
Non-Fungible Tokens (NFTs) ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Tax Planning
The U.S. Securities and Exchange Commission (SEC) approved Nasdaq Stock Market LLC's proposed rule changes related to board diversity and disclosure on Aug. 6, 2021.1 A Nasdaq-listed issuer, subject to some exceptions...more
8/12/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Foreign Issuers ,
Foreign Private Issuers ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
The U.S. Securities and Exchange Commission (SEC) has launched a stunning salvo across the bows of public companies with its announcement of civil monetary penalties and a cease-and-desist order against First American...more
6/23/2021
/ Cease and Desist Orders ,
Civil Monetary Penalty ,
Corporate Counsel ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Internal Controls ,
NYDFS ,
Popular ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Security Risk Assessments ,
Sensitive Personal Information
Holland & Knight invites you to read our Winter 2020 Israel Practice newsletter, in which our authors discuss pertinent American-Israeli topics. As Israel has been a crossroads and a prolific source of new ideas for more than...more
12/14/2020
/ Abraham Accords Peace Agreement ,
Biden Administration ,
Cannabidiol (CBD) oil ,
Clean Tech ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Federal Contractors ,
Israel ,
Regulation S-K ,
Renewable Energy ,
Securities and Exchange Commission (SEC)
U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton and Director of Corporation Finance William Hinman issued a substantial statement on April 8, 2020, regarding public company disclosures in the face of the...more
• The Delaware Supreme Court delivered a gift to the plaintiffs' bar with its recent opinion reversing the Court of Chancery's In Re Investors Bancorp, Inc. Stockholder Litigation decision.
• This decision, the first...more
1/3/2018
/ Appeals ,
Board of Directors ,
Corporate Counsel ,
DE Supreme Court ,
Director Compensation ,
Entire Fairness Standard ,
Fiduciary Duty ,
Motion to Dismiss ,
Ratification ,
Reversal ,
Shareholder Approval
•The U.S. Securities and Exchange Commission has adopted amendments (final rules) that will require registrants to include hyperlinks to exhibits.
•The final rules apply to certain periodic reports under the Securities...more
In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition Co., LLC, C.A. No. 12585-VCL (decided Dec. 5, 2016), the Delaware Chancery Court was required to interpret purchase price dispute...more
New Nasdaq Rule 5250(b)(3) is a result of increased activist shareholder efforts to place representatives on public company boards of directors. During the past several years, activist shareholders have sought to nominate...more
8/3/2016
/ Board of Directors ,
Compensation Agreements ,
Director Compensation ,
Director Nominations ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Golden Leash Arrangements ,
Nasdaq ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
HIGHLIGHTS:
- The U.S. Securities and Exchange Commission (SEC) issued a 341 page concept release in April requesting market participants to comment on its proposals to update and modernize Regulation S-K.
- The...more