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Disclosure of Insider Trading Policies to Begin in 2025

With the annual reporting season coming up for calendar-year companies, we wanted to remind you that companies subject to U.S. Securities and Exchange Commission (SEC) reporting requirements are now required to: (i) disclose...more

PCAOB Delays NOCLAR Proposal - Proposal Would Require Auditors to Assess Corporate Compliance With Laws and Regulations

The Public Company Accounting Oversight Board (PCAOB) has delayed final action on its controversial June 2023 Noncompliance with Laws and Regulations (NOCLAR) standards proposal. The PCAOB website now indicates that the next...more

California Law Highlights the Need to Prepare for Climate Disclosures

The march toward mandated corporate disclosures for climate-related risks continues. Despite significant pushback and substantial legal challenges, state legislatures and regulators are continuing to advance laws and rules...more

Upcoming Deadline for Resource Extraction Issuers to File First Form SD Disclosures

On March 16, 2021, Rule 13q-1 under the Securities Exchange Act of 1934, as amended (Exchange Act), took effect. This rule requires resource extraction issuers to disclose on Form SD information relating to payments made to a...more

Foreign Private Issuers: Have You Assessed Your Status Under US Securities Laws?

For foreign private issuers registered with the U.S. Securities and Exchange Commission (SEC), there are several filing statuses that affect the content of various public disclosures that must be made. Foreign private issuers...more

PCAOB's NOCLAR Proposal in the Hot Seat

On March 6, the Public Company Accounting Oversight Board (PCAOB) held a virtual roundtable to discuss its June 6, 2023 proposed rule: Amendments to PCAOB Auditing Standards Related to a Company’s Non-Compliance with Laws and...more

SEC Final Rule: The Enhancement and Standardization of Climate-Related Disclosures for Investors

On Wednesday, the SEC approved final rules for standardized climate-disclosure. A tabular summary of the final rules is available here. With two significant exceptions, the final rules are largely consistent with the proposed...more

With Delayed Federal Action on Mandatory Climate Disclosures, States and Regulators Fill the Void

In the absence of comprehensive federal action, states and regulators are enacting legislation and issuing guidance requiring climate-related disclosures, stepping in to fill the void left by the U.S. Securities Exchange...more

OCC Advises Banks on How to Prepare for Shortening the Standard Securities Settlement Cycle

On January 17, the Office of the Comptroller of the Currency (OCC) issued a bulletin advising banks on how to prepare for the upcoming shortening in the standard securities settlement cycle for most U.S. securities...more

Court Vacates SEC's Share Repurchase Rule

On December 19, the U.S. Court of Appeals for the Fifth Circuit filed an order vacating the Securities and Exchange Commission's (SEC) share repurchase rule. This action officially kills the share repurchase rule, at least...more

Foreign Private Issuers Escape Potential Section 16 Reporting Obligations … For Now

Foreign private issuers (FPIs) may have dodged a bullet on December 7 after Congress scrapped a proposal to impose the reporting obligations under Section 16 of the Exchange Act of 1934, as amended (Exchange Act), on FPIs...more

SEC Unable to Correct Defects of Share Repurchase Disclosure Modernization Rule

On November 22, the Securities and Exchange Commission (SEC) issued an order postponing the Share Repurchase Disclosure Modernization Rule (the Repurchase Rule). The SEC’s announcement followed the U.S. Court of Appeals for...more

SEC Adopts Final Rules Amending and Modernizing Beneficial Ownership Reporting Requirements

On October 10, the Securities and Exchange Commission (SEC) adopted, by a bipartisan 4-1 margin, the final rules to amend and modernize the regulations governing beneficial ownership reporting under Sections 13D and 13G of...more

California Adopts Landmark GHG Emissions and Climate Risk Reporting Laws, Eclipsing Anticipated Federal Requirements

California Governor Gavin Newsom signed two landmark bills into law on October 7, imposing stringent new requirements on large companies doing business in California to publicly report their annual greenhouse gas (GHG)...more

PCAOB Proposes Massive Expansion of the Auditor's Role

On June 3, the Public Company Accounting Oversight Board (PCAOB) proposed sweeping new auditing standards (PCAOB Release No. 2023-003) that would require auditors to consider a company’s noncompliance with laws and...more

SEC Adopts Final Cybersecurity Rules — Requires Companies to Focus on their Security and Disclosure Plans

On July 26, the Securities and Exchange Commission (SEC) adopted, by a 3-2 margin, a final rule to require more immediate disclosure of material cybersecurity incidents by public companies. In addition, the final rule...more

Proposed SEC Rule Would Place Cryptocurrency Trading Platforms Under SEC Jurisdiction

On April 14, the Securities and Exchange Commission (SEC) reopened the comment period for a January 2022 proposal that would subject cryptocurrency exchanges and decentralized finance (DeFi) platforms to the Securities...more

SEC Levies $8M Fine for Misleading Non-GAAP Disclosures and Disclosure Control Failures

On March 14, DXC Technology Company (DXC) settled charges alleged by the Securities and Exchange Commission (SEC) for $8 million. The SEC claimed that DXC made misleading disclosures and lacked adequate disclosure controls...more

Best Practices: In-house Legal Support of SEC Disclosures

To help navigate the Securities and Exchange Commission's (SEC) detailed disclosure requirements, Troutman Pepper attorneys offer the below checklist as a blueprint for organizing your disclosure process and strategy. These...more

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