The US Securities and Exchange Commission (SEC) and the US Department of Justice (DOJ) recently announced parallel actions against an activist short seller and his firm, charging them with multiple counts of securities fraud....more
On July 18, 2024, a New York federal judge dismissed most of the US Securities and Exchange Commission’s ("SEC") claims against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer...more
As we enter the second half of the year, it is once again time for many foreign private issuers (“FPIs”) to complete their annual assessment of FPI status. The determination of whether an issuer is an FPI must be made as of...more
In April, we issued an alert discussing the U.S. Securities and Exchange Commission ("SEC") and Department of Justice’s ("DOJ") expansion of insider trading to 10b5-1 plans. On June 21, 2024, a federal jury in California...more
7/3/2024
/ 10b5-1 Plans ,
Corporate Executives ,
Criminal Convictions ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Insider Information ,
Insider Trading ,
Material Nonpublic Information ,
Securities and Exchange Commission (SEC) ,
Securities Fraud
Over the past few months, the Securities and Exchange Commission (the "SEC") has issued several warnings to companies to ensure accurate disclosure of the role and risks of artificial intelligence ("AI") in their businesses....more
On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more
4/16/2024
/ 10b5-1 Plans ,
Affirmative Defenses ,
Department of Justice (DOJ) ,
Enforcement ,
Good Faith ,
Healthcare ,
Insider Trading ,
Intent to Defraud ,
Mergers ,
Non-Public Information ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Third-Party
On April 4, 2024, less than one month after their adoption, the U.S. Securities and Exchange Commission ("SEC") has chosen to stay its newly adopted climate disclosure rules, pending judicial review (the "Final Rules"). The...more
On March 6, 2024, in a 3 to 2 vote of the Commissioners, the US Securities and Exchange Commission (the "SEC") adopted rules that will require public companies to disclose extensive climate change-related information in their...more
Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
3/18/2024
/ Annual Reports ,
Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
New Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
While there are news reports that the U.S. Securities and Exchange Commission ("SEC") is on the verge of issuing new climate related disclosure rules for public companies, the SEC's Director of the Division of Enforcement...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2024 annual reporting season, divided into two sections: Form 20-F Housekeeping...more
1/26/2024
/ Accounting ,
Artificial Intelligence ,
Chief Information Security Officer (CISO) ,
Clawbacks ,
Clerical Errors ,
Climate Change ,
Compensation ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
EDGAR ,
Emerging Growth Companies ,
Financial Restatements ,
Financial Statements ,
Human Capital ,
ICFR ,
Internal Controls ,
Jurisdictional Thresholds ,
New Rules ,
Non-GAAP Financial Measures ,
Risk Management ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Stock Repurchases ,
Sustainability
Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more
1/8/2024
/ Annual Meeting ,
Annual Reports ,
Board of Directors ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
With the 2023 annual report season upon us, it is time for companies to take stock of risk factors for 10-Ks and 20-Fs, and consider whether recent economic, political, technological, and regulatory developments have had (or...more
12/22/2023
/ Annual Reports ,
Artificial Intelligence ,
Climate Change ,
Cybersecurity ,
Disclosure Requirements ,
Geopolitical Risks ,
Internal Controls ,
Popular ,
Publicly-Traded Companies ,
Risk Factors ,
Securities and Exchange Commission (SEC)
On December 6, 2023, the SEC's Fall 2023 Reg Flex Agenda was released, setting out the short- and long-term regulatory actions that the SEC plans to take. Of particular note, the expected adoption of final climate disclosure...more
On October 30, 2023, the US Securities and Exchange Commission ("SEC") announced that it filed charges against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer ("CISO") in connection...more
11/15/2023
/ Breach Notification Rule ,
Chief Information Security Officer (CISO) ,
Civil Monetary Penalty ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement ,
Fraud ,
Information Technology ,
Initial Public Offering (IPO) ,
Injunctive Relief ,
Insurance Industry ,
Internal Controls ,
Investors ,
Material Misstatements ,
Misleading Statements ,
NIST ,
Omissions ,
Popular ,
Publicly-Traded Companies ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Software ,
Vulnerability Assessments
On October 10, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g)1 of the Securities Exchange Act of 1934...more
On June 9, 2023, the SEC approved the NYSE's and Nasdaq's proposed clawback listing standards, including the amendments that delay the effective date of the rules to October 2, 2023. This effective date means that NYSE- and...more
As the 2023 proxy season winds down for calendar year companies, it is a good time to consider possible bylaw and charter amendments to address recent developments with respect to universal proxy, shareholder activism and...more
In light of NYSE and Nasdaq's proposed listing standards on clawback policies, it is time to assess your public company's clawback provisions and consider the appropriate policy to put in place. As a reminder, these new...more
On May 3, 2023, the US Securities and Exchange Commission (the "SEC") adopted rule amendments to expand the disclosure requirements for issuer stock repurchases.
These amendments:
- Tabular Disclosure: Create a new...more
Resetting expectations -
It was clear in the opening months of 2022 that the winds had changed for the global IPO market as compared to the prior year, a rocky path that continued throughout the year and into the first...more
4/28/2023
/ Asia Pacific ,
Capital Markets ,
Economic Growth ,
EMEA ,
Environmental Social & Governance (ESG) ,
EU ,
Global Market ,
Initial Public Offering (IPO) ,
Investment ,
Investors ,
Publicly-Traded Companies ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Markets ,
Technology Sector ,
UK
New Checkbox for Forms 4 and 5 Reporting – Effective April 3, 2023 -
Starting April 3, 2023, all Forms 4 or 5 filed by insiders of domestic issuers must include a new checkbox to identify any transactions made pursuant to...more
Following a brief decline during the pandemic, shareholder activism in the US rebounded to pre-pandemic levels in 2022 despite—or perhaps because of—volatile markets, depressed share prices and macro-economic uncertainty....more
The Antitrust Division of the US Department of Justice ("DOJ") continues to aggressively pursue alleged illegal interlocking directorates that violate Section 8 of the Clayton Act, and in particular, interlocks involving...more
On February 3, 2023, the US Securities and Exchange Commission ("SEC") announced that a public company agreed to pay $35 million to settle charges of, among other things, violations of the whistleblower protection rule.1...more
3/8/2023
/ Confidentiality Agreements ,
Disclosure Requirements ,
Dodd-Frank ,
Employees ,
Enforcement ,
Publicly-Traded Companies ,
Restrictive Covenants ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Whistleblower Protection Policies ,
Whistleblowers