On September 9, 2024, the Securities and Exchange Commission (SEC) announced settled charges against seven public companies for violations of certain whistleblower protections provided by Rule 21F-17 under the Securities...more
9/19/2024
/ Confidentiality Agreements ,
Dodd-Frank ,
Employment Contract ,
Enforcement Actions ,
Rule 21F ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Whistleblower Awards ,
Whistleblower Protection Policies ,
Whistleblowers
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 4, 2024, the SEC issued a stay of its final climate-related disclosure rules. The SEC adopted the long-awaited final rules in March after receiving more than 24,000 comment letters....more
On March 6, 2024, in a 3-2 vote along party lines, the SEC adopted the long-awaited final rules on climate-related disclosures. The proposed rules faced intense public scrutiny over the last two years, with the SEC receiving...more
3/12/2024
/ Climate Change ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smaller Reporting Companies ,
Task Force on Climate-related Financial Disclosures (TCFD)
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
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
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
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
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
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
Yesterday, the US Securities and Exchange Commission (SEC or Commission) proposed groundbreaking rules intended to enhance and standardize climate-related disclosure requirements for public companies. The SEC’s climate...more
3/23/2022
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more
12/28/2021
/ Amended Regulation ,
Closed-End Funds ,
Comment Period ,
Corporate Issuers ,
Disclosure Requirements ,
Foreign Issuers ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Investment Funds ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Share Buybacks ,
Stock Repurchases
In June 2021, Chairman Gary Gensler of the Securities and Exchange Commission (SEC) expressed the view that it was time to “freshen up” Exchange Act Rule 10b5-1 - the rule that provides an affirmative defense to claims of...more
12/28/2021
/ 10b5-1 Plans ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Trading Policies
Upon taking office in January, the Biden Administration immediately prioritized climate change and environmental justice, fulfilling President Biden’s campaign promise. In the past two weeks, President Biden reiterated those...more
11/16/2021
/ Clean Air Act ,
Climate Change ,
Environmental Justice ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
IFRS ,
Infrastructure ,
International Standards ,
Methane ,
Paris Agreement
In the face of volatile markets and a global pandemic, an old capital markets vehicle has been taking the markets by storm: special purpose acquisition companies (SPACs). Although SPACs have been around for many years, the...more
4/5/2021
/ Acquisitions ,
Corporate Financing ,
Corporate Governance ,
Enforcement ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Sponsors ,
Initial Public Offering (IPO) ,
Material Nonpublic Information ,
Mergers ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation Best Interest ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
The Securities and Exchange Commission (SEC) announced in recent weeks multiple efforts to highlight climate change in corporate disclosures and to increase scrutiny and, potentially, enforcement focus on company disclosure...more
3/16/2021
/ Biden Administration ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On January 20, 2021, White House Chief of Staff Ron Klain issued a memorandum ordering a temporary freeze of new or pending rules in order “to ensure that the President’s appointees or designees have the opportunity” to...more
The SEC continued its recent run of rulemaking activity with two sets of amendments last week that impact reporting by public companies. On Tuesday, November 17, the SEC announced that it will begin to permit the use of...more
The Securities and Exchange Commission (SEC) has adopted amendments to the shareholder proposal rule – Rule 14a-8 under the Securities Exchange Act of 1934. The long-awaited changes largely track the SEC’s November 5, 2019...more
On March 24, 2020, Judge P. Kevin Castel of the Southern District of New York granted the U.S. Securities Exchange Commission (“SEC”) an injunction to prevent Telegram Group Inc. and TON Issuer Inc. (collectively, “Telegram”)...more