On January 10, 2025, the SEC announced settled charges against Vince McMahon, former Executive Chair and CEO of World Wrestling Entertainment Inc., for signing two settlement agreements without disclosure to the board, anyone...more
1/14/2025
/ Compliance ,
Corporate Governance ,
Corporate Misconduct ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Reporting ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Settlement Agreements
On December 16, 2024, the SEC announced settled charges against Becton, Dickinson and Company for misleading investors about risks associated with its continued sales of one of its key products and overstating its income by...more
As news stories about AI have surged, so have enforcement actions by the SEC alleging fraudulent statements about AI capabilities....more
11/8/2024
/ Anti-Fraud Provisions ,
Artificial Intelligence ,
Cease and Desist ,
Civil Monetary Penalty ,
Compliance ,
Disgorgement ,
Enforcement Actions ,
False Statements ,
Investment Adviser ,
Misleading Statements ,
Misrepresentation ,
Offerings ,
Permanent Injunctions ,
Prejudgment Interest ,
Regulatory Agenda ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
On September 26, 2024, the SEC announced that it had settled charges with DraftKings Inc. for selective disclosure of material non-public information on the CEO’s personal X (formerly Twitter) and LinkedIn accounts in...more
10/2/2024
/ Compliance ,
Enforcement Actions ,
Form 8-K ,
LinkedIn ,
Material Nonpublic Information ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Social Media ,
Social Media Policy ,
Social Networks ,
Twitter
New SEC disclosure requirements take effect soon. Together with recent accounting guidance, it’s timely for companies to review their equity grant practices and any vulnerabilities to criticism for “spring-loading” or...more
One of the routine duties of counsel for a public company is advising officers and directors on their trades in company stock and their SEC responsibilities when they leave. Because those discussions are routine, it may be...more
5/22/2024
/ 10b5-1 Plans ,
Blackout Rules ,
Board of Directors ,
Compliance ,
Corporate Governance ,
Corporate Officers ,
Employee Retirement Income Security Act (ERISA) ,
Filing Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Risk Management ,
Rule 144 ,
Securities Regulation
On October 31, 2023, the Fifth Circuit ruled in Chamber of Commerce v. SEC that the SEC acted arbitrarily and capricious, in violation of the Administrative Procedure Act, when it adopted the new share repurchase disclosure...more
11/6/2023
/ Administrative Procedure Act ,
Chamber of Commerce ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Disclosure Requirements ,
First Amendment ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Form 20-F ,
Repurchases ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases
A divided SEC on July 26, 2023 approved new requirements for reporting of material cybersecurity incidents in real-time current reports on Form 8-K or 6-K and disclosure of cybersecurity risk management, strategy and...more
7/28/2023
/ Annual Reports ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Over the past few years, the SEC has renewed its focus on public company failures to disclose perquisites and related person transactions. As discussed under “Deeper Dive” below, most of the cases involve companies that...more
What happened -
On May 3, 2023, a divided SEC adopted rule amendments that significantly increase company disclosures about their share repurchases. The changes will require companies to...more
5/5/2023
/ Amended Rules ,
Compliance ,
Compliance Dates ,
Disclosure Requirements ,
Foreign Private Issuers ,
Publicly-Traded Companies ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases ,
Stock Trades
What happened?
In a recent settlement order, the SEC charged Activision Blizzard with failing to maintain adequate disclosure controls and procedures. Notably, the SEC did not claim that the company’s SEC filings were...more
2/9/2023
/ Cease and Desist ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Employer Liability Issues ,
Enforcement Actions ,
Internal Communications ,
Internal Controls ,
Material Disclosures ,
Policies and Procedures ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Whistleblowers
Based on recent developments, we have additional items to supplement our October 10, 2022 post, which highlighted key considerations for the 2022 proxy and annual report season....more
On October 26, 2022, the SEC – by a 3-2 vote – approved final rules directing the NYSE, Nasdaq and other stock exchanges to adopt requirements for listed companies to develop and implement clawback, or recovery, policies that...more
10/28/2022
/ Clawbacks ,
Compliance ,
Corporate Governance ,
Department of Justice (DOJ) ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Listing Rules ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist. Those items, along with a few other “hot topics,” include the...more
10/11/2022
/ Annual Meeting ,
Annual Reports ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
MD&A Statements ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)