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Preparing for the 2025 Proxy and Annual Reporting Season: Key Issues and Considerations

For the 2025 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 updates in...more

2024 SEC Cybersecurity Rule Updates

The first year of a new significant regulatory obligation is often more notable for the absence of regulatory enforcement actions as regulators often observe compliance efforts and challenges, offer guidance, and look for...more

SEC Adopts Final Rules for Climate-Related Disclosures

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

Preparing for the 2024 Proxy and Annual Reporting Season: Key Issues and Considerations

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

SEC Amendments Requiring Enhanced Share Repurchase Disclosure Hang in the Balance After Federal Appeals Court Directs SEC To...

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

Addressing the SEC’s New Cybersecurity Risk Management, Strategy, Governance and Incident Disclosure Requirements

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

SEC Adopts Amendments to Share Repurchase Disclosures

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

SEC Amends Rule 10b5-1 Trading Arrangement Conditions and Disclosure Requirements for Issuers and Section 16 Reporting Persons to...

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

Preparing for the 2023 Proxy and Annual Reporting Season: Key Issues and Considerations

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

SEC Reopens Comment Period for Certain Comments Submitted Between June 2021 and August 2022, Including on Climate-Related...

​​​​​​​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

SEC Proposes Rules on Disclosure of Material Cyber Incidents and Cybersecurity Practices for Public Companies

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

SEC Proposes Amendments to Rule 10b5-1 Trading Arrangements and New Disclosure Requirements

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

SEC Brings Charges for Cybersecurity Disclosure Failures

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

Nasdaq Proposes Board Diversity Disclosure Requirements

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

SEC Adopts Final Amendments to Modernize, Simplify and Enhance Regulation S-K Financial Disclosure Requirements

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

The SEC Votes to Modernize Regulation S-K

On August 26, 2020, the Securities and Exchange Commission (SEC or Commission) decided in a 3-2 vote to adopt amendments to modernize the disclosure required under Item 101, Description of Business; Item 103, Legal...more

SEC Provides Additional Guidance Regarding COVID-19 Disclosures

On June 23, 2020, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (CorpFin) issued CF Disclosure Guidance Topic No. 9A, which supplements its earlier COVID-19-related guidance to provide...more

SEC Finalizes Amendments To Simplify Financial Disclosures Regarding Acquisitions and Dispositions of Businesses

On May 21, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments to its rules and forms to assist companies in determining whether an acquired or disposed business is significant and to improve the...more

COVID-19 Crisis Raises Enforcement and Litigation Risks for Disclosures by Public Issuers

The COVID-19 crisis is truly global in scope. Public issuers over a course of mere weeks have been confronted with the myriad challenges presented to their workforce and business operations. Forced to navigate uncharted...more

SEC Provides Guidance Regarding COVID-19 Disclosures

On March 25, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (CorpFin) issued Disclosure Guidance Topic No. 9, which provides its views on disclosure and other securities law obligations companies...more

SEC Offers Expanded Filing Extensions to Public Companies Grappling With the Effects of COVID-19

On March 25, 2020, the U.S. Securities and Exchange Commission (the SEC or Commission) issued an order that updated its March 4 order to extend the conditional exemptions from reporting and proxy delivery requirements for...more

COVID-19: Public and Private Disclosures and Other Securities Issues

Extended Filing Deadlines – The Securities and Exchange Commission (SEC) issued an order on March 4 providing conditional filing relief for companies affected by the new coronavirus....more

SEC Proposes Amendments to Modernize Business, Legal Proceedings and Risk Factor Disclosures Under Regulation S-K

On Aug. 8, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments to modernize the description of business (Item 101), legal proceedings (Item 103) and risk factor disclosures (Item 105) that companies...more

SEC Proposes Simplified Financial Disclosures Relating to Acquisitions and Dispositions of Businesses

On May 3, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments, available here, to its rules and forms to simplify the disclosure requirements for financial statements relating to acquisitions and...more

SEC Adopts Final Rules Modernizing Business and Financial Disclosure Requirements

On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to the disclosure requirements for public companies under Regulation S-K, and to similar provisions regarding investment company disclosures. ...more

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