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ICAHN Settles With SEC for Failures to Disclose Key Details of Margin Loan Stock Pledges - Teaching Moment for Directors and...

On August, 19, 2024, the SEC announced settled charges against Carl C. Icahn and his publicly traded company, Icahn Enterprises L.P. (IEP), for failing to disclose information relating to Icahn’s pledges of IEP securities –...more

SDNY Dismisses Majority of SEC Landmark Charges Against SolarWinds and CISO

On July 18, 2024, District Court Judge Engelmayer of the Southern District of New York issued his 107-page opinion and order dismissing most – but not all – of the landmark allegations of the SEC against SolarWinds Corp. and...more

2024: Updates and Reminders for Upcoming Quarterly Filings

Potential regulatory uncertainty in light of Supreme Court decisions. The recent Supreme Court term produced several landmark decisions affecting administrative agencies, including...more

SEC Staff Publishes New Guidance for Handling Cybersecurity Incidents

On June 24, 2024, the SEC’s Division of Corporation Finance published five additional interpretations (CDIs) addressing the effect of ransomware payments on the obligation of companies to report material cybersecurity...more

Post-Panuwat: Have You Reviewed and Updated Your Insider Trading and Other Corporate Policies?

As discussed in our September 1, 2021 post, the SEC brought its first “shadow insider trading” case against Matthew Panuwat, a company employee who purchased options in a competitor’s shares shortly after learning his...more

Are Your Equity Grant Practices Ready for SEC Disclosure and Accounting Requirements?

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

SEC Staff Issues Guidance for Reporting Cybersecurity Incidents Under Item 1.05 Versus Item 8.01 of Form 8-K

On May 21, 2024, the Director of the SEC’s Division of Corporation Finance issued a statement providing guidance on the use of Item 1.05 of Form 8-K to disclose cybersecurity incidents....more

Don’t Pull the Trigger on That Stock Trade Just Yet! Questions Counsel Should Ask Insiders Before They Trade; Topics to Cover When...

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

Updates and Reminders for Upcoming Quarterly Filings

As calendar-year companies prepare for upcoming quarterly reports, here are some updates and reminders...more

SEC Adopts Tough New Rules for SPACS: New Guidance for All Companies on Projections

On January 24, 2024, the SEC approved by a 3-2 vote new rules to substantially change the disclosure and liability regime governing SPACs, including de-SPAC transactions, or “SPAC target IPOs” as referred to by Chairman...more

More Hot Topics for 2024 Reporting Season

As companies prepare for the upcoming proxy and annual report season, the following supplements the list of key items to consider contained in our October 2, 2023 post...more

Hot Topics to Consider for 2024 D&O Questionnaires

In light of new disclosure rules as well as investor interest, companies may wish to modify their D&O Questionnaires for the 2024 proxy season to address certain hot topics...more

Fifth Circuit Sends SEC Back to Cost-Benefit Drawing Board to Substantiate Its New Stock Repurchase Disclosure Rules Within 30...

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

Review of Recent SEC Staff Comments on Pay Versus Performance Table

As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more

Is It Time to Take a Fresh Look at Disclosure Controls and Procedures for CEO/CFO Certifications?

In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more

Recent case highlights potential pitfalls of informal communications with analysts

A recent court case highlights the potential pitfalls for public companies engaging in informal communications with analysts. The court found that paraphrased statements attributed to an officer in an analyst’s report can be...more

Divided SEC Adopts Controversial Cybersecurity Disclosure Requirements

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

Keep Track of Perquisites and Related Person Transactions: Recent Sec Enforcement Actions

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

Jump Start on Disclosure Changes and Updates for Q2 2023 SEC Filings

As we near June 30, 2023, companies are advised to get a jump start on disclosure changes and possible updates to upcoming Form 10-Qs (or Form 10-Ks in the case of non-calendar year companies). The SEC recently updated the...more

Is your company approaching AI intelligently?

While new forms of artificial intelligence and machine-learning systems, or AI, have garnered headlines in the mainstream press, many companies are evaluating its use in their businesses. Perhaps to a greater extent than with...more

NYSE and Nasdaq release their proposed clawback rule for listed companies

What happened - On February 22, both the NYSE and Nasdaq posted their proposals for new listing rules in response to the SEC’s final clawback rules. The proposals would establish the following compliance schedule...more

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