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
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
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
SEC Adopts Amendments to Extend Filing Deadline for Form 144 from 5:30 p.m. to 10:00 p.m.
On February 21, 2023, the Securities Exchange Commission (the "SEC") adopted amendments to Regulation S-T to extend the deadline...more
Buyers are scrutinizing everything from an acquisition target’s projected greenhouse gas (GHG) emissions to ways in which a deal may impact their own climate mitigation strategies. In this regard, reliable and verifiable...more
Although the record-breaking deal activity of 2021 spilled over into 2022, headwinds in the first quarter developed into a significant slowdown during the rest of 2022, with an expectation of continued slowness as we enter...more
1/30/2023
/ Acquisitions ,
Buyers ,
Capital Markets ,
CFIUS ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Domestic Dealmaking ,
Environmental Social & Governance (ESG) ,
EU ,
Federal Trade Commission (FTC) ,
Financial Institutions ,
Financial Services Industry ,
Global Dealmaking ,
Investment ,
Investors ,
Mergers ,
Pharmaceutical Industry ,
Private Equity ,
Publicly-Traded Companies ,
Real Estate Market ,
Securities and Exchange Commission (SEC) ,
Sellers ,
Special Purpose Acquisition Companies (SPACs) ,
Technology
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2023 annual reporting season....more
1/19/2023
/ Annual Reports ,
Confidential Information ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Cybersecurity ,
Disclosure Requirements ,
Economic Sanctions ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Form 20-F ,
IFRS ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Russia ,
Securities and Exchange Commission (SEC) ,
Ukraine ,
XBRL Filing Requirements
Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories:
1. Six Housekeeping Considerations:...more
1/6/2023
/ Annual Reports ,
Corporate Counsel ,
Corporate Governance ,
Disclosure ,
Form 10-K ,
GAAP ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Popular ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Plans adopted pursuant to Rule 10b5-1...more
12/23/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Disclosure Requirements ,
Insider Trading ,
Policies and Procedures ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In light of the dislocation experienced by the crypto industry in recent months, as demonstrated through a number of highly publicized bankruptcies causing "widespread disruption" in the space, on December 8, 2022, the...more
On December 6, 2022, the Division of Corporation Finance ("Corp Fin") of the Securities and Exchange Commission ("SEC") issued three new compliance and disclosure interpretations ("C&DIs") related to new Rule 14a-19, the...more
On October 26, 2022, the Securities and Exchange Commission ("SEC") adopted its long-awaited final rules on clawbacks. Under these rules, companies listed on the NYSE and Nasdaq will be required to adopt "clawback" policies –...more
The Annual Report season will soon be upon us, and it is important to assess a company's risk factors at the outset and whether recent developments, including those relating to macroeconomic, geopolitical, and public health...more
11/1/2022
/ Annual Reports ,
Capital Markets ,
Climate Change ,
Coronavirus/COVID-19 ,
Customs and Border Protection ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Global Economy ,
Human Capital ,
Interest Rates ,
Investors ,
Market Conditions ,
Military Conflict ,
Price Inflation ,
Publicly-Traded Companies ,
Risk Factors ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Supply Chain ,
Ukraine ,
Uyghur Forced Labor Prevention Act (UFLPA)
On October 19, 2022, the Antitrust Division of the Department of Justice announced that seven directors resigned from five different US public company boards of directors following DOJ concerns that their roles violated...more
10/21/2022
/ Acquisitions ,
Anti-Competitive ,
Antitrust Division ,
Competition ,
Corporate Counsel ,
Corporate Entities ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Emerging Technology Companies ,
Enforcement Actions ,
Mergers ,
Private Equity Firms ,
Section 8 ,
Securities and Exchange Commission (SEC) ,
The Clayton Act
On September 23, 2022, the Securities and Exchange Commission (the "SEC") released the electronic version of Form 144. This follows the SEC's adoption on June 2, 2022 of rule amendments that require all Forms 144 to be filed...more
On August 25, 2022, the Securities and Exchange Commission (the "SEC") adopted new rules implementing the pay versus performance disclosure mandated by Congress in the Dodd-Frank Wall Street Reform and Consumer Protection Act...more
9/7/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
New Rules ,
Pay-for-Performance ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Total Shareholder Return (TSR) ,
XBRL Filing Requirements
On August 26, 2022, the US Public Company Accounting Oversight Board (the "PCAOB") signed a Statement of Protocol (the "SOP") with the China Securities Regulatory Commission (the "CSRC") and the Ministry of Finance of the...more
On July 13, 2022, the Securities and Exchange Commission ("SEC") proposed amendments to Rule 14a-8 of the Securities Exchange Act of 1934, the shareholder proposal rule.1 The proposed amendments would revise three of the...more