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Springtime Reminders for Public Companies

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

How Should Companies Update Risk Factors and MD&A During a Global Trade War?

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

New SEC Guidance Eases Form S-3 Registration Process for More Public Companies

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

New SEC Staff Guidance on Verification of Investor Accreditation in Private Placements Involving General Solicitation

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

Can You Keep A Secret? SEC Expands Availability of Confidential Submissions of Draft Registration Statements

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

Shareholder Engagement by Investors May Trigger Requirement to Convert From Schedule 13D to 13G

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

SEC Reinstates Shareholder Proposal Guidance Rescinded Under Chairman Gensler

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

Don’t Forget Accounting Rules When Accelerating Vesting of Stock-Based Awards

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

SEC Doesn’t Like Secret Hush Money Deals Either: Former Head of WWE Settles Charges for Not Disclosing Confidential Settlements...

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

Perk Redux - Yet Another Company Stumbles Over SEC Executive Compensation Rules

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

Edgar Next is Coming - Get Ready Now!

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

Time to Get Ready for the 2025 Reporting Season

As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...more

Why Can’t We Be Friends?

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

SEC Roasts Keurig for Claims Regarding Recycling of K-Cup Pods

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

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

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

Updates and Reminders for Upcoming Quarterly Filings

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

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