Nearly two years after the SEC released proposed rules regarding the standardization of climate-related disclosures, and after more than 24,000 public comments, the SEC adopted the Final Rules by a 3-2 vote on March 6. The...more
4/1/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more
12/6/2023
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
A federal appeals court has directed the Securities and Exchange Commission (SEC) to rework certain regulatory amendments, adopted in May 2023, requiring public companies to provide enhanced disclosures on repurchases of...more
11/10/2023
/ Amended Regulation ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Repurchase Agreements ,
Repurchases ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases
On Oct. 10, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules amending Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. The amendments aim to provide investors...more
In July 2023, the SEC adopted new cybersecurity rules for the stated purpose of enhancing and standardizing disclosures regarding cybersecurity risk management, strategy, governance and incidents by public companies. The...more
10/27/2023
/ Compliance ,
Compliance Dates ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Materiality ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the Securities and Exchange Commission (SEC) to direct national securities exchanges to prohibit the listing of issuers that do not develop and...more
6/16/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Popular ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Time Extensions
Rulemaking Background -
On Dec. 15, 2021, the SEC proposed amendments to the disclosure requirements regarding purchases of equity securities made by or on behalf of an issuer or any affiliated purchaser....more
5/16/2023
/ Amended Regulation ,
Comment Period ,
Corporate Issuers ,
Disclosure Requirements ,
Foreign Issuers ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Share Buybacks ,
Stock Repurchases ,
XBRL Filing Requirements
On March 15, 2023, the U.S. Department of Justice (DOJ or the Department) launched a three-year Compensation Incentives and Clawbacks Pilot Program (Clawback Program) intended to incentivize companies to create more robust...more
3/30/2023
/ Chief Compliance Officers ,
Clawbacks ,
Compliance ,
Corporate Crimes ,
Corporate Misconduct ,
Department of Justice (DOJ) ,
Dodd-Frank ,
Executive Compensation ,
Incentives ,
Pilot Programs ,
Preemption ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
State Labor Laws ,
Wage and Hour
The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the SEC to direct national securities exchanges to prohibit the listing of issuers that do not develop and implement a policy for the recoupment...more
3/21/2023
/ Clawbacks ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On Dec. 14, 2022, the SEC voted to adopt amendments to Rule 10b5-1 and to enhance disclosure requirements, in an attempt to establish meaningful guardrails around the use of Rule 10b5-1 trading plans and strengthen...more
12/20/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Equity Securities ,
Insider Trading ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more
12/15/2022
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Requirements ,
Human Capital ,
MD&A Statements ,
Proposed Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Rulemaking Background -
The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the U.S. Securities and Exchange Commission (SEC) to direct national securities exchanges to prohibit the listing of...more
The U.S. Securities and Exchange Commission (SEC) issued a release on Oct. 7, 2022 (Release No. 33-11117, the “Release”) indicating that it was reopening comment periods for 11 proposed rules and a request for comment....more
Key Takeaways -
..The Securities and Exchange Commission (SEC) has adopted amendments to eliminate the paper filing option of several forms, including Form 144 and “glossy” annual reports, and to require such forms to be...more
On March 9, 2022, the SEC released proposed rules intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and cyber incident reporting by companies that are subject to the...more
3/14/2022
/ Comment Period ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 8-K ,
Policies and Procedures ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC)
Key Takeaways - The Securities and Exchange Commission (SEC) issued proposed rules regarding Rule 10b5-1 under the Securities Exchange Act of 1934 (the Exchange Act) and insider trading, which would add conditions to the...more
Key Takeaways: The SEC is proposing to require funds to use standardized disclosures when reporting their proxy votes on Form N-PX and to tie the description of each matter voted to the issuer’s form of proxy to help...more
Key Takeaways - The Securities and Exchange Commission (SEC) reopened the comment period on proposed rules requiring exchanges to adopt standards mandating that companies develop recovery or “clawback” policies on erroneously...more
On Aug. 6, 2021, the U.S. Securities and Exchange Commission (SEC) approved The Nasdaq Stock Market LLC’s (Nasdaq) proposal, as amended, to implement diversity requirements for companies listed on the Nasdaq exchanges. In a...more
On June 14, 2021, the U.S. Securities and Exchange Commission (SEC or Commission) settled charges against an issuer for disclosure controls and procedures violations relating to a cybersecurity vulnerability that exposed...more
On Dec. 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved a proposed change to the New York Stock Exchange (NYSE) listing rules that will allow a company, at the time of its initial listing on the NYSE, to...more
On Dec. 1, 2020, The Nasdaq Stock Market LLC (Nasdaq) submitted a proposal to the U.S. Securities and Exchange Commission (SEC) to require a company listed on its exchanges, with some exceptions, to (a) have at least two...more
On Nov. 17, the Securities and Exchange Commission (the SEC or the Commission) adopted new rules to permit the use of electronic signatures in signature authentication documents in connection with certain filings with the...more
On Nov. 19, the U.S. Securities and Exchange Commission (SEC) adopted final amendments, available here, to Regulation S-K, and related rules and forms, to further “modernize, simplify and enhance” certain financial disclosure...more
On Sept. 23, 2020, the Securities and Exchange Commission (SEC or Commission) adopted amendments to the rules that govern its whistleblower program in a 3-2 vote. Since the program’s inception 10 years ago, original...more