On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule under the Corporate Transparency Act. The revised rule changes the definition of “reporting company” to mean any entity that...more
3/24/2025
/ Beneficial Owner ,
Business Entities ,
Business Ownership ,
Compliance ,
Corporate Transparency Act ,
Disclosure Requirements ,
Exemptions ,
Filing Requirements ,
FinCEN ,
Interim Final Rules (IFR) ,
Regulatory Requirements ,
Reporting Requirements
On February 27, 2025, the Financial Crimes Enforcement Network (“FinCEN”) announced that it would not issue any fines or penalties or take any other enforcement actions against any companies based on a failure to file or...more
3/3/2025
/ Beneficial Owner ,
Business Entities ,
Business Ownership ,
Corporate Transparency Act ,
Disclosure Requirements ,
Enforcement Actions ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Regulatory Requirements ,
Reporting Requirements ,
U.S. Treasury
Enforcement of the Corporate Transparency Act (the “CTA”) had been on hold since a December 26, 2024 ruling from the United States Court of Appeals for the Fifth Circuit in the case of Texas Top Cop Shop, Inc., et al. v....more
Under rules approved in 2021, Nasdaq-listed companies were required to (1) publicly disclose a board diversity matrix and (ii) have, or disclose why they do not have, at least one diverse director on their board by 2023 and a...more
On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a preliminary injunction blocking the Treasury Department from enforcing the beneficial ownership reporting requirements under the...more
On January 1, 2025, business entities in existence prior to January 1, 2024 must file initial beneficial ownership reports with the Financial Crimes Enforcement Network (“FinCEN”) under the federal Corporate Transparency Act....more
11/18/2024
/ Bank Holding Company ,
Beneficial Owner ,
Business Entities ,
Business Ownership ,
Corporate Governance ,
Corporate Transparency Act ,
FinCEN ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Nasdaq has proposed amendments to its listing standards that would accelerate the delisting process for certain companies that fail to satisfy its minimum bid price requirement. These proposals are ostensibly in response to...more
The Securities and Exchange Commission (the “SEC”) has issued five compliance and disclosure interpretations related to the disclosure of material cybersecurity incidents under Item 1.05 of Form 8-K....more
7/15/2024
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Publicly-Traded Companies ,
Ransomware ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The federal Corporate Transparency Act, or CTA, went into effect on January 1 of this year. In brief, the CTA requires business entities to file information regarding their beneficial owners and persons involved in creating...more
On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC) share repurchase modernization rules. The court had previously ordered the SEC to correct certain...more
As previously reported, on October 31, 2023, the U.S. Court of Appeals for the Fifth Circuit concluded that the process used by the SEC in adopting its share repurchase modernization rules violated the Administrative...more
As previously reported, the Securities and Exchange Commission (SEC) adopted amendments earlier this year to modernize existing disclosure requirements relating to companies’ repurchases of their equity securities. For...more
On October 10, 2023, the Securities and Exchange Commission (the “SEC”) adopted final rules amending Schedules 13D and 13G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to update reporting rules...more
10/18/2023
/ Beneficial Owner ,
EDGAR ,
Final Rules ,
New Regulations ,
Publicly-Traded Companies ,
Regulatory Reform ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
Following up on our previous report from almost a year ago, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) has adopted final rules intended to enhance and standardize disclosures regarding...more
8/15/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As previously reported, NYSE and Nasdaq filed proposed listing standards with the Securities and Exchange Commission (“SEC”) earlier this year to implement the SEC’s rule requiring most publicly traded companies to adopt a...more
6/15/2023
/ Clawbacks ,
Compensation & Benefits ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to modernize existing disclosure requirements relating to companies’ repurchases of their equity securities that are registered under Section 12...more
As we previously reported, last October, the Securities and Exchange Commission (“SEC”) adopted a final rule requiring most publicly traded companies to adopt a clawback policy to recover incentive-based compensation from...more
4/12/2023
/ Clawbacks ,
Compensation & Benefits ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Effective January 1, 2024, most new and existing corporate entities in the United States will be required to file reports on their beneficial owners with the federal government. These sweeping requirements are part of the...more
3/1/2023
/ Anti-Corruption ,
Anti-Money Laundering ,
Beneficial Owner ,
Corporate Transparency Act ,
Financial Crimes ,
Financial Regulatory Reform ,
FinCEN ,
National Security ,
Regulatory Requirements ,
Reporting Requirements ,
Shell Corporations
On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted a final rule that will require most publicly traded companies to adopt a clawback policy to recover incentive-based compensation from current or...more
The U.S. Securities and Exchange Commission (“SEC” or “Commission”) has published proposed rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and cybersecurity incident...more
9/20/2022
/ Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Form 8-K ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
If you watch enough cooking shows (some of us may have watched too many during the past year of social isolation), you’ll notice that almost every chef has an obsession with the source and quality of their ingredients. The...more