While the Securities and Exchange Commission’s (SEC) new climate-related disclosure rules remain stayed, the SEC has not abandoned its focus on sustainability-related issues. On September 10, 2024, the SEC charged Keurig Dr...more
9/12/2024
/ Cease and Desist ,
Civil Monetary Penalty ,
Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Keurig Inc ,
Material Misstatements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Settlement
On July 18, 2024, the U.S. District Court for the Southern District of New York dismissed most of the claims brought by the Securities and Exchange Commission (the “Commission”) against SolarWinds Corp. and its Chief...more
8/13/2024
/ Accounting Standards ,
Chief Information Security Officer (CISO) ,
Cyber Attacks ,
Disclosure Requirements ,
Dismissals ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Fraud ,
Internal Controls ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
SolarWinds
On May 21, 2024, Erik Gerding, Director of the SEC’s Division of Corporation Finance, issued a statement regarding the disclosure of cybersecurity incidents on Form 8-K. In his statement, Director Gerding encourages companies...more
On April 15, 2024, Gurbir S. Grewal, Director of the SEC’s Division of Enforcement, spoke at a compliance and enforcement conference regarding the challenges and potential missteps associated with the increased use of...more
Pessimism surrounding the Federal Reserve’s interest rate hikes, combined with subdued business and consumer confidence as well as geopolitical concerns, weighed heavily on the IPO market in 2023.
With 117 IPOs in 2023...more
While the Securities and Exchange Commission’s (SEC) new climate-related disclosure rules remain pending, recent comment letters show that the SEC staff is not waiting for the rules to be finalized in order to seek more...more
The requirement to disclose material cybersecurity events under new Item 1.05 of Form 8-K takes effect today (other than for smaller reporting companies, for which the new requirement will take effect on June 15, 2024)....more
Public companies are required to make prompt public disclosures on Form 8-K about a large number of specified events. While Form 8-K does not mandate current reporting of all material events, it goes a long way toward...more
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
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
On October 10, 2023, the SEC adopted long-awaited amendments to its beneficial ownership reporting rules under Regulation 13D-G. Most significantly, the amendments accelerate the filing deadlines for initial and amended...more
10/20/2023
/ Beneficial Owner ,
Business Ownership ,
EDGAR ,
Filing Deadlines ,
Final Rules ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
On August 22, the Securities and Exchange Commission announced settled enforcement actions against five companies for violations of Exchange Act Rule 12b-25, which requires a notification to be filed whenever a company does...more
8/29/2023
/ Cease and Desist Orders ,
Civil Monetary Penalty ,
Corporate Governance ,
Enforcement Actions ,
Failure To Disclose ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
Public companies will soon be required to provide increased transparency about cybersecurity incidents, risk management, strategy and governance as a result of new rules adopted by the Securities and Exchange Commission (the...more
8/14/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On July 26, 2023, in a 3-2 vote, the Securities and Exchange Commission (the “SEC”) adopted new rules for public companies that will require disclosures regarding cybersecurity incidents, as well as cybersecurity risk...more
7/31/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
New Rules ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
On June 22, 2023, Gurbir S. Grewal, Director of the SEC’s Division of Enforcement, spoke on the topic of cyber resilience at the Financial Times Cyber Resilience Summit. Director Grewal defined cyber resilience as a guiding...more
A number of recent SEC enforcement actions alleging failure to disclose perquisites, summarized below, highlight the importance of the questionnaires routinely used in connection with the preparation of SEC reports and proxy...more
Institutional Shareholder Services (ISS) recently announced plans to change its methodology for its Environmental & Social Disclosure QualityScore (ISS QualityScore). The revised ISS QualityScore is expected to take effect...more
In May 2023, the Securities and Exchange Commission (SEC) amended its rules to significantly increase the disclosures public companies must make about repurchases of their equity securities. The recent amendments are the...more
5/23/2023
/ 10b5-1 Plans ,
Corporate Governance ,
Disclosure Requirements ,
Equity Securities ,
Insider Trading ,
Publicly-Traded Companies ,
Regulation S-K ,
Repurchase Agreements ,
Repurchases ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Options ,
Stock Repurchases
US Market Review and Outlook -
Stubbornly high inflation, rising interest rates and the lingering effects of the COVID-19 pandemic, combined with geopolitical tensions and concerns about the global economic outlook,...more
In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more
12/30/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
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
The long-anticipated rules regarding recovery of erroneously awarded incentive-based compensation, commonly referred to as a “clawback,” were adopted by the Securities and Exchange Commission by a 3-2 vote on October 26,...more
10/31/2022
/ Clawbacks ,
Corporate Counsel ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
Incentive Compensation ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted, by a 3-2 vote, the long-anticipated Pay Versus Performance disclosure rules. After two rounds of public comment (see our prior alert and the reopening...more
SEC Acting Chief Accountant Paul Munter released a statement last week, Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors (the “Statement”), that is sure to become required reading for any...more
On March 9, 2022, the SEC proposed rules, by a 3-1 vote, that are intended to enhance disclosures about cybersecurity risk management, strategy, governance, and incident reporting by public companies. The proposed rules are...more
3/11/2022
/ Comment Period ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 8-K ,
Investment Adviser ,
Investment Companies ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Mitigation ,
Securities and Exchange Commission (SEC)