Jonathan Wolfman on Compliance

SEC Staff Issues New Guidance on Shareholder Proposals and Rescinds Staff Legal Bulletin No. 14L

On February 12, 2025, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M), which rescinds prior Staff Legal Bulletin No. 14L (SLB 14L) and provides updated guidance on shareholder proposals...more

2/17/2025 / Compliance , Corporate Governance , Disclosure Requirements , Investors , Publicly-Traded Companies , Regulatory Requirements , Reporting Requirements , Securities and Exchange Commission (SEC) , Securities Regulation , Shareholders

Corporate Transparency Act: Preliminary Injunctive Relief Reinstated by Fifth Circuit (For Now)

As previously reported, on December 23, 2024, a motions panel of the U.S. Court of Appeals for the Fifth Circuit grants the government’s emergency motion in the Texas Top Cop Shop matter to stay the preliminary nationwide...more

12/30/2024 / Appeals , Beneficial Owner , Business Entities , Compliance , Corporate Transparency Act , Filing Deadlines , Filing Requirements , FinCEN , Preliminary Injunctions , Reporting Requirements , Stays , Time Extensions

Keeping Current With Form 8-K: A Practical Guide - December 2024 Update

Form 8-K requires public companies to make prompt disclosures about a large number of specified events. Although Form 8-K does not mandate current reporting of all material events, it goes a long way toward requiring public...more

12/18/2024 / Compliance , Corporate Governance , Disclosure Requirements , Form 8-K , Publicly-Traded Companies , Reporting Requirements , Securities Regulation

SEC Charges SolarWinds and CISO with Fraud and Internal Controls Failures

On October 30, 2023, the Securities and Exchange Commission (“SEC”), filed a complaint against SolarWinds Corp. (“SolarWinds” or the “Company”) for fraud and internal and disclosure controls failures relating to allegedly...more

11/6/2023 / Chief Information Security Officer (CISO) , Compliance , Cyber Attacks , Cybersecurity , Enforcement Actions , Fraud , Internal Controls , Securities and Exchange Commission (SEC)

Ready to Report: Complying with FinCEN’s New Beneficial Ownership Rule Under the CTA

Although the Corporate Transparency Act’s (“CTA”) new beneficial ownership rule goes into effect on January 1, 2024, recent polling suggests that many businesses remain either unaware of these upcoming reporting obligations...more

10/23/2023 / AML/CFT , Beneficial Owner , Compliance , Corporate Governance , Corporate Transparency Act , Disclosure Requirements , FinCEN , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Securities Regulation

SEC Updates Non-GAAP Compliance and Disclosure Interpretations

On Tuesday, the SEC’s Division of Corporation Finance posted updated Compliance and Disclosure Interpretations (C&DIs) regarding Non-GAAP Financial Measures. A summary of the specific changes is set out below, followed by...more

12/16/2022 / Amended Regulation , CD&I , Compliance , Corporate Governance , Disclosure Requirements , GAAP , New Regulations , Non-GAAP Financial Measures , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Conducting Your Annual Meeting During a Health Pandemic

April, May and June are typically the most popular months for public companies to host their annual meetings of shareholders. This year, the unprecedented public health concern resulting from the coronavirus or COVID-19...more

3/16/2020 / Annual Meeting , Bylaws , Compliance , Coronavirus/COVID-19 , Corporate Governance , Emergency Management Plans , Proxy Season , Proxy Statements , Publicly-Traded Companies , Shareholder Meetings , Virtual Meetings

Jonathan Wolfman

WilmerHale

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