Last month, the Securities and Exchange Commission (SEC) reemphasized just how serious companies must be about maintaining a vigilant cybersecurity posture and procedures to report cyber incidents in a timely manner....more
6/21/2024
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Materiality ,
Publicly-Traded Companies ,
Regulation SCI ,
Securities and Exchange Commission (SEC) ,
Settlement
In less than three months, public companies and certain foreign private companies will have to take additional steps after cybersecurity breaches: deciding whether an incident meets the materiality threshold that requires...more
9/29/2023
/ Compliance ,
Compliance Dates ,
Corporate Governance ,
Customer Proprietary Network Information (CPNI) ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
FCC ,
Final Rules ,
Foreign Private Issuers ,
Form 8-K ,
Materiality ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On December 4, the U.S. Securities and Exchange Commission (SEC) announced that it had settled charges with The Cheesecake Factory for its allegedly false and misleading disclosures about the COVID-19 pandemic’s effects on...more
On November 19, the U.S. Securities and Exchange Commission (SEC) continued its ongoing efforts to streamline and enhance its disclosure regime by adopting amendments to Items 301, 302, and 303 of Regulation S-K. These...more
12/4/2020
/ Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Sustainability
While it has only been three months since calendar year companies began preparing for their first quarter Form 10-Q filings, in many ways it has felt much longer. In those three months, the U.S. has gone from mostly being...more
As calendar year companies begin preparing for their first quarter Form 10-Q filings, COVID-19-related disclosures will be top of filers’ minds. Yet, frequent and rapid changes in the impacts of COVID-19 and the varied...more
Extension of Filing Periods for Regulatory Relief -
On March 25, the Securities and Exchange Commission announced an extension to the filing periods covered by the conditional regulatory relief previously announced on...more
Public companies impacted by the coronavirus pandemic still have time to access regulatory relief from the Securities and Exchange Commission (SEC) for filings due by April 30. In addition, the SEC is providing companies...more
For companies that have yet to file their Form 10-K or companies that have filed their Form 10-K but are already thinking about their next filing with the Securities and Exchange Commission (SEC), preparing disclosures...more
3/5/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Relief Measures ,
Securities and Exchange Commission (SEC)
Just when you thought the hazards of cyberfraud couldn’t get worse, the SEC recently issued a Report of Investigation (more on that later) stating that nine recent corporate victims of cyberfraud may have compounded their...more
11/9/2018
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Electronic Communications ,
Internal Controls ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Security and Privacy Controls ,
Spoofing
On August 17, the SEC announced a sprawling array of rule amendments designed to simplify and update its disclosure requirements. You may recall that the Fixing America’s Surface Transportation (FAST) Act of 2015 directed the...more
Just before Independence Day, the SEC adopted amendments to its eXtensible Business Reporting Language (XBRL) reporting requirements, which will become effective 30 days after their publication in the Federal Register....more
New SEC Commissioner Robert J. Jackson Jr. (sworn in last January) delivered an interesting speech last week at the Center for American Progress highlighting an apparent connection between corporate stock buybacks and insider...more
In late February, the SEC approved what it labeled “Guidance on Public Company Cybersecurity Disclosures.” And, sure enough, about three-quarters of its 24 pages focus on the various categories and locations of cybersecurity...more
The SEC recently approved an amendment to NYSE’s Listed Company Manual prohibiting companies from issuing material news after NYSE closes for trading – 4:00 p.m. Eastern time on normal trading days – until the earlier of (a)...more
You may have heard that the Republican tax overhaul (originally known as the Tax Cuts and Jobs Act of 2017) was signed into law on December 22, 2017. That same day, the SEC staff provided helpful disclosure guidance in the...more
In January, I passed along a list of 12 review and comment priorities distributed at the 48th Annual Institute on Securities Regulation in New York by a panel of speakers that included SEC Chief Accountant Wesley Bricker and...more
Recent proposed rules to modernize and simplify SEC disclosure requirements have gotten a lot of attention. You may recall that the Fixing America’s Surface Transportation (FAST) Act of 2015 directed the SEC to issue a...more
Late last month, the SEC approved the new auditing standards adopted by the PCAOB back in June, which substantially modify the content of the auditor’s report. They also raise various concerns that public companies and the...more
Most companies are now devoting substantial resources and effort to ensuring compliance with the SEC’s new rules requiring disclosure of the ratio of the CEO’s and median employee’s respective annual total compensation....more
As everyone knows by now, the SEC amended Item 402 of Regulation S-K, as required by the Dodd-Frank Act, to state that all companies required to provide executive compensation disclosure under Item 402(c) of Regulation S-K...more
This past spring, the SEC issued final rules designed to make it easier to access and retrieve exhibits to company filings through the use of hyperlinks. For most companies, this new requirement becomes effective for filings...more
Back in September 2015, the New York Stock Exchange amended the NYSE Listed Company Manual to:
..expand the pre-market hours during which NYSE-listed companies must provide prior notice of material news,
..expand the...more
It is surprising how much attention free cash flow continues to generate in SEC disclosures. After all, it’s been used for decades as a non-GAAP financial measure....more
On July 25, the SEC issued a Rule 21(a) investigative report concluding that the sun rises in the east and sets in the west. No, wait, that’s not right. The report actually concluded that tokens offered by an unincorporated...more