Approaches to Giving Guidance during Economic Uncertainty -
As companies issue guidance during this period of economic uncertainty, their earnings announcements are taking different approaches, including...more
As companies prepare to file Form 10-Qs, they should give special attention to risk factors in light of recently announced global tariffs. The situation is particularly challenging due to the fluid environment, including the...more
4/9/2025
/ Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Form 10-K ,
Form 10-Q ,
International Trade ,
MD&A Statements ,
Publicly-Traded Companies ,
Retaliatory Tariffs ,
Risk Assessment ,
Risk Management ,
Risk Mitigation ,
Securities Regulation ,
Supply Chain ,
Tariffs ,
Trade Relations ,
Trade Wars
The new registration statement guidance will make capital raises by non-WKSI companies filing on Form S-3 easier, as they can proceed with offerings during periods before their proxy statements are finalized – a privilege...more
3/24/2025
/ Capital Markets ,
CDIs ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Foreign Private Issuers ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Registration Requirement ,
Reporting Requirements ,
Securities Regulation ,
WKSIs
On March 12, 2025, the SEC staff confirmed in a no-action letter that issuers may rely on high minimum investment levels, as well as investor self-certification of accredited status, in private offerings involving general...more
3/19/2025
/ Accredited Investors ,
Certification Requirements ,
Disclosure Requirements ,
General Solicitation ,
New Guidance ,
Offerings ,
Private Equity Funds ,
Private Funds ,
Private Offerings ,
Rule 506(c) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC staff recently published new guidance for voting commitments in public M&A transactions and all-cash tender offers....more
3/11/2025
/ Acquisitions ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Mergers ,
New Guidance ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Target Company ,
Tender Offers
The SEC has declared its intent to “return[] to its narrow mission to facilitate capital formation, while protecting investors and maintaining fair, orderly, and efficient markets.”
The new accommodations will allow any...more
3/10/2025
/ Capital Formation ,
Capital Markets ,
Confidentiality Policies ,
Disclosure Requirements ,
Initial Public Offering (IPO) ,
Investors ,
Registration Statement ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...more
2/26/2025
/ Activist Investors ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Guidance Update ,
Investors ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
In one of its first actions under the new Administration, the SEC staff issued new guidance that largely reinstated older guidance that had supported the ability of public companies to exclude shareholder proposals from their...more
2/21/2025
/ Corporate Governance ,
Disclosure Requirements ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Rescission ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
Although not new, eligibility to use Forms S-3 and S-8 and Rule 144 depend on compliance with SEC electronic filing rules. ...more
Last month, the SEC settled charges against Celsius Holdings, Inc. for allegedly improper accounting when it modified equity compensation awards for six departing employees and retiring directors. The errors caused allegedly...more
2/5/2025
/ Accounting Controls ,
Accounting Standards ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Equity Compensation ,
Executive Compensation ,
Financial Reporting ,
Financial Statements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Vesting
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 17, 2024, the SEC announced settled charges against Express, Inc. for failing to disclose perks paid to its then CEO, including personal use of airplanes.
Without admitting or denying the SEC’s findings,...more
12/19/2024
/ Chapter 11 ,
Commercial Bankruptcy ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Executive Compensation ,
Failure To Disclose ,
Neither Admit Nor Deny Settlements ,
Perks ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
As discussed in our October 27, 2024 post, the SEC has announced new security requirements for Edgar filers. The compliance date is September 15, 2025....more
As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...more
Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more
10/8/2024
/ Board of Directors ,
Civil Monetary Penalty ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Independent Directors ,
Proxy Statements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On September 10, 2024, the SEC announced that it had charged Keurig Dr. Pepper for making incomplete, and therefore inaccurate, statements regarding the recyclability of its popular K-cup pods....more
9/19/2024
/ Cease and Desist Orders ,
Civil Monetary Penalty ,
Disclosure Requirements ,
Enforcement Actions ,
False Statements ,
Form 10-K ,
Recycling ,
Rule 10b-5 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
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
8/21/2024
/ Cease and Desist ,
Civil Monetary Penalty ,
Collateral ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Margin Calls ,
Pledges ,
Publicly-Traded Companies ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Violations
Public companies should take note of several recent developments, including:
..Reversal of the Pegasystems trade secrets lawsuit that nevertheless preserves guidance to take care when describing litigation as “without...more
8/21/2024
/ Artificial Intelligence ,
Centers for Medicare & Medicaid Services (CMS) ,
Chevron Deference ,
Chevron v NRDC ,
Contract Terms ,
Corporate Governance ,
Disclosure Requirements ,
Food and Drug Administration (FDA) ,
Form 10-Q ,
Industrial Espionage ,
Loper Bright Enterprises v Raimondo ,
Publicly-Traded Companies ,
Risk Assessment ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Shareholders' Agreements ,
Trade Secrets
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
7/29/2024
/ Board of Directors ,
Chief Information Security Officer (CISO) ,
Corporate Governance ,
Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Fraud ,
Incident Response Plans ,
Misleading Statements ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
SolarWinds
Potential regulatory uncertainty in light of Supreme Court decisions. The recent Supreme Court term produced several landmark decisions affecting administrative agencies, including...more
7/10/2024
/ 10b5-1 Plans ,
Corner Post Inc v Board of Governors of the Federal Reserve System ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Insider Trading ,
Loper Bright Enterprises v Raimondo ,
Ohio v Environmental Protection Agency ,
Publicly-Traded Companies ,
Regulation S-K ,
SCOTUS
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
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
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
As calendar-year companies prepare for upcoming quarterly reports, here are some updates and reminders...more
On March 6, 2024, a divided SEC approved climate-related disclosure rules. The new rules will require disclosure of...more
3/8/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Greenhouse Gas Emissions ,
PLSRA ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements