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
On December 14, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules (1) adding new conditions applicable to Rule 10b5-1 trading plans, (2) requiring disclosure of insider trading policies and...more
12/20/2022
/ 10b5-1 Plans ,
Cooling-Off Rule ,
Disclosure Requirements ,
Disparate Treatment ,
Equity Securities ,
Final Rules ,
Gifts ,
Good Faith ,
Insider Trading ,
Policies and Procedures ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Trading Plans
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 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
On November 17, 2020, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted amendments to Regulation S-T and other rules to permit the use of electronic signatures for SEC filings (the “Amendments”). ...more
On September 23, 2020, the Securities and Exchange Commission (“SEC”) announced that it had adopted amendments to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Amendments”). Rule 14a-8 governs the eligibility, on...more
On August 26, 2020, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted a series of amendments (the “Amendments”) to Regulation S-K to modernize the description of business (Item 101), legal...more
9/14/2020
/ Amended Regulation ,
Business Strategies ,
Disclosure Requirements ,
Federal Register ,
Financial Statements ,
Human Capital ,
Item 105 ,
MD&A Statements ,
Publicly-Traded Companies ,
Risk Factors ,
Securities and Exchange Commission (SEC)
On Wednesday, August 26, 2020, the Securities and Exchange Commission (the “SEC”) changed the investment landscape as we know it by modestly relaxing the eligibility rules for investment in private offerings. The Adopting...more
9/10/2020
/ Accredited Investors ,
Certifications ,
Family Offices ,
Federal Register ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Company Act of 1940 ,
Investors ,
Limited Liability Company (LLC) ,
Private Offerings ,
Proposed Amendments ,
Qualified Institutional Buyers ,
Rural Business Investment Companies (RBICs) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
The SEC Staff has published additional guidance for public companies about disclosure considerations related to the COVID-19 pandemic. When preparing upcoming SEC disclosure documents, public companies should consider this...more
On May 20, 2020, the Securities and Exchange Commission (SEC) amended its rules governing financial information that public companies (sometimes called “registrants”) must provide in connection with significant acquisitions...more
6/4/2020
/ Asset Test ,
Dispositions ,
Financial Statements ,
Foreign Corporations ,
IASB ,
IFRS ,
Income Test ,
Investment Test ,
Pro Forma Financial Information ,
Proposed Amendments ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On March 25, 2020, the Securities and Exchange Commission (the “SEC”) issued an order extending its prior conditional relief from SEC periodic reporting deadlines for public companies. The staff of the SEC’s Division of...more
The novel coronavirus (“COVID-19”) continues to afflict companies in numerous ways. In the case of public companies, disclosure duties are implicated. No two companies are identical, so there is no “one-size-fits-all”...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
In 1932, Adolf Berle and Gardiner Means introduced the then-radical thesis that corporations are accountable not only to their stockholders, but also to other “stakeholders” such as customers, employees, suppliers and the...more
On April 13, 2016, the U.S. Securities and Exchange Commission (SEC) issued a concept release discussing and requesting public comment on the business and financial disclosure required by Regulation S-K. The concept release...more
Historically, the proxy season for public companies ran from January through the spring, but it now has become a year-round concern. In a conversation with Mimesis Law’s Lee Pacchia, Foley Partner John Wilson explains how the...more