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
1/29/2025
/ Annual Reports ,
Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Form 20-F ,
Insider Trading ,
Policies and Procedures ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
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
10/15/2024
/ California ,
CARB ,
Climate Action Plan ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Legislation ,
Pollution Control ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC)
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
8/13/2024
/ De Minimis Claims ,
Disclosure Requirements ,
Filing Deadlines ,
Final Rules ,
Form SD ,
Mineral Extraction ,
Natural Gas ,
Oil & Gas ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
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
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
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
3/11/2024
/ Climate Change ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Investment ,
Investors ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
1/30/2024
/ Climate Change ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Institutions ,
Financial Services Industry ,
Greenhouse Gas Emissions ,
NYDFS ,
Regulatory Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
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
1/19/2024
/ Broker-Dealer ,
Credit ,
Final Rules ,
Financial Services Industry ,
MSRB ,
OCC ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Settlement Cycles ,
Securities Transactions ,
Third-Party Risk
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 (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
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
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
10/19/2023
/ Beneficial Owner ,
Business Ownership ,
Filing Deadlines ,
Final Rules ,
Regulatory Reform ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
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
10/18/2023
/ California ,
CARB ,
Climate Change ,
Disclosure Requirements ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
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
8/7/2023
/ Amended Rules ,
Audit Reports ,
Auditors ,
Audits ,
Disclosure ,
Financial Statements ,
Investors ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Transparency
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
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
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
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