As public companies across the economic spectrum strive to overcome the supply chain disruptions drastically affecting revenue and profitability, they must not lose sight of how these disruptions impact their disclosure...more
10/5/2022
/ China ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
Enforcement ,
MD&A Statements ,
Regulation S-K ,
Russia ,
Securities and Exchange Commission (SEC) ,
Semiconductors ,
Supply Chain ,
Supply Shortages ,
Ukraine
The COVID-19 pandemic has had far-reaching effects to date, including economic uncertainty and widespread business interruptions. This environment may raise unique considerations for parties contemplating an M&A transaction....more
10/9/2020
/ Alternative Fee Arrangements ,
Alternative Financing and Procurement (AFP) ,
Business Interruption ,
CARES Act ,
Coronavirus/COVID-19 ,
Data Privacy ,
Department of Justice (DOJ) ,
Due Diligence ,
Families First Coronavirus Response Act (FFCRA) ,
Federal Trade Commission (FTC) ,
Investment Banks ,
IRS ,
Loan to Own ,
Mezzanine Lenders ,
Representations and Warranties Insurance
On April 13, 2016, the U.S. Securities and Exchange Commission (SEC) issued a concept release discussing and requesting public comment on the business and financial disclosure required by Regulation S-K. The concept release...more
In a long-awaited decision, a three-judge panel of the U.S. Court of Appeals for the District of Columbia Circuit (DC Circuit) reaffirmed its prior decision, striking down one aspect of the SEC’s conflict minerals disclosure...more
At an open meeting held on July 1, 2015, the Securities and Exchange Commission (SEC) issued a concept release seeking input on whether it should adopt rules requiring additional disclosures for audit committees, with a focus...more
7/14/2015
/ Audit Committee ,
Auditors ,
Board of Directors ,
Comment Period ,
Disclosure Requirements ,
Emerging Growth Companies ,
Federal Register ,
Financial Reporting ,
Internal Audit Functions ,
Investors ,
PCAOB ,
Regulation S-K ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
On April 29, 2015, the Securities and Exchange Commission (SEC) proposed rules that would require public companies to disclose the relationship between executive compensation and the company’s financial performance. The rules...more
On January 12, 2015, the U.S. Court of Appeals for the Second Circuit held in Stratte-McClure v. Morgan Stanley that a failure to make a required disclosure under Item 303 of Regulation S-K in a Quarterly Report on Form 10-Q...more
3/2/2015
/ Appeals ,
Collateralized Debt Obligations ,
Credit Default Swaps ,
Disclosure Requirements ,
Form 10-Q ,
Morgan Stanley ,
NVIDIA ,
Regulation S-K ,
Rule 10(b) ,
Securities ,
Securities Fraud
On September 10, 2014, the Securities and Exchange Commission announced charges against 28 officers, directors, and major shareholders for violating federal securities laws requiring them to report information about their...more
On May 8, 2014, the Supreme Court of Delaware held that fee-shifting provisions in a non-stock corporation’s bylaws can be valid and enforceable if not enacted for an improper purpose or improperly applied, under Delaware...more
On April 14, 2014, the U.S. Court of Appeals for the D.C. Circuit issued its long-awaited decision in the challenge to the SEC’s conflict minerals disclosure rule filed by the National Association of Manufacturers (“NAM”) and...more
The SEC’s conflict minerals rules have withstood judicial challenge — so far. On July 23, 2013, the U.S. District Court for the District of Columbia rejected the summary judgment motion of the plaintiffs challenging the...more
In connection with a Facebook post by Netflix CEO Reed Hastings, the SEC issued a report of investigation on April 2, 2013 (Netflix Report) indicating that Regulation FD permits a company to announce material information...more
On January 11, 2013, the SEC approved new listing standards regarding independence requirements for compensation committees and compensation advisers of New York Stock Exchange (NYSE) listed companies. The NYSE initially...more