On April 12, 2024, the United States Supreme Court delivered an important decision on the issue of whether a failure to make disclosure required under Item 303 of Regulation S-K can support a Rule 10b-5 claim, even in the...more
4/24/2024
/ Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Misleading Statements ,
Omissions ,
Private Right of Action ,
Regulation S-K ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Violations
On July 26, 2023, the U.S. Securities Exchange Commission (“SEC”) adopted final rules regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies. The final rules require...more
8/4/2023
/ Annual Reports ,
Customer Proprietary Network Information (CPNI) ,
Cybersecurity ,
Disclosure Requirements ,
FBI ,
Foreign Private Issuers ,
Form 8-K ,
Incident Response Plans ,
New Rules ,
Regulation S-K ,
Regulation S-X ,
Risk Management ,
Secret Service ,
Securities and Exchange Commission (SEC)
Agility and resiliency remain essential attributes for manufacturers in 2023. Manufacturers are no longer focused on figuring out when things will return to “normal.”
Instead, they are applying lessons learned from the...more
7/11/2023
/ Artificial Intelligence ,
Best Practices ,
Clawbacks ,
Compensation ,
Compliance ,
Customs and Border Protection ,
Cyber Threats ,
Cybersecurity ,
Enforcement ,
Environmental Protection Agency (EPA) ,
Final Rules ,
Intellectual Property Protection ,
Machine Learning ,
Manufacturers ,
Securities and Exchange Commission (SEC) ,
Supply Chain
On May 3, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules requiring (1) issuers to disclose daily quantitative repurchase data at the end of every quarter in their Form 10-Qs and 10-Ks, (2)...more
Hundreds of public companies have filed current reports on Form 8-K since Silicon Valley Bank (SVB) became insolvent and was taken over by the FDIC. The disclosures made to date have been primarily “voluntary” filings, made...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd-Frank Act by directing national securities exchanges and associations, such as the New York Stock...more
11/1/2022
/ Clawbacks ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Form 10-K ,
Incentive Compensation ,
Nasdaq ,
NYSE ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Appreciation Rights
On August 25, 2022, the SEC adopted final pay versus performance disclosure rules. The breadth and complexity of the new rules require that companies begin to prepare the new disclosures now to provide enough time for data...more
9/20/2022
/ Compensation ,
Data Collection ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
GAAP ,
Pay-for-Performance ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Total Shareholder Return (TSR)
On June 3, 2022, the Securities and Exchange Commission (the “SEC”) announced its adoption of rule and form amendments expanding the requirement of electronic filing to include certain documents that are currently permitted...more
On May 3, 2022, the SEC’s Division of Corporation Finance issued guidance through the release of a sample comment letter of public reporting companies’ potential disclosure obligations related to “the direct or indirect...more
5/9/2022
/ Belarus ,
China ,
Cybersecurity ,
Disclosure Requirements ,
Economic Sanctions ,
New Guidance ,
Popular ,
Reporting Requirements ,
Russia ,
Securities and Exchange Commission (SEC) ,
Supply Chain ,
Ukraine
On March 9, 2022, the U.S. Securities Exchange Commission (the Commission) announced proposed amendments to its rules regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies...more
3/18/2022
/ Corporate Governance ,
Cybersecurity ,
Data Privacy ,
Disclosure Requirements ,
Foreign Private Issuers ,
Investors ,
Popular ,
Proposed Amendments ,
Risk Assessment ,
Risk Factors ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Third-Party Service Provider
On November 17, 2021, the U.S. Securities Exchange Commission (the “Commission”) announced the adoption of new rules requiring the use of universal proxy cards in contested director elections. With the Commission calling it...more
On November 3, 2021, the staff of the U.S. Securities and Exchange Commission, Division of Corporation Finance (the “Division Staff”) issued Staff Legal Bulletin No. 14L (CF) (“SLB 14L”), rescinding Staff Legal Bulletin Nos....more
As the coronavirus (specifically, “COVID-19”) outbreak continues to wreak havoc on markets and industries in the U.S. and around the world, businesses are now confronting significant and unique challenges. Successful...more
California is the first state to codify boardroom gender diversity requirements. On September 30, 2018, California Governor Jerry Brown signed into law Senate Bill 826, which requires publicly traded companies that were...more
On August 17, 2018, the U.S. Securities and Exchange Commission (SEC) announced that it had adopted a wide-ranging set of amendments (the “amendments”) to its disclosure requirements designed to streamline or eliminate those...more
On July 20, 2018, the United States Securities and Exchange Commission (the “SEC”) announced that it intends to host a roundtable in the fall 2018 to hear from market participants regarding the SEC’s rules governing the proxy...more
In a long-awaited decision, a three-judge panel of the U.S. Court of Appeals for the District of Columbia Circuit (DC Circuit) reaffirmed its prior decision, striking down one aspect of the SEC’s conflict minerals disclosure...more
The SEC’s conflict minerals rules have withstood judicial challenge — so far. On July 23, 2013, the U.S. District Court for the District of Columbia rejected the summary judgment motion of the plaintiffs challenging the...more