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
Although not new, eligibility to use Forms S-3 and S-8 and Rule 144 depend on compliance with SEC electronic filing rules. ...more
As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...more
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 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
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
What happened -
A public company and its CEO lost motions to dismiss securities fraud claims based on:
..Statements in 10-Qs and 10-Ks that a competitor’s trade secrets lawsuit was “without merit”
..Assurances in...more
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
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
6/16/2023
/ Artificial Intelligence ,
Clawbacks ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Form 10-Q ,
Form 20-F ,
Form 8-K ,
Institutional Shareholder Services (ISS) ,
Market Conditions ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases ,
Stock Trades
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
5/25/2023
/ Algorithms ,
Artificial Intelligence ,
Best Practices ,
Corporate Governance ,
Cyber Attacks ,
Data Breach ,
DoorDash ,
Facebook ,
Form 10-K ,
Form 10-Q ,
Machine Learning ,
Popular ,
Public Disclosure ,
Risk Assessment ,
Risk Mitigation
All Nasdaq-listed companies must now disclose a board diversity matrix by the later of (1) August 8, 2022, or (2) the date the company files its proxy statement for the 2022 annual meeting of shareholders (or, if companies do...more
8/12/2022
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Form 10-K ,
Form 20-F ,
Listing Rules ,
Minorities ,
Nasdaq ,
Proxy Statements ,
Publicly-Traded Companies ,
Woman Board Members
Last week, the Securities and Exchange Commission proposed rule amendments that would enhance issuer disclosures regarding their share repurchase transactions.
The proposed rule changes consist of two components,...more
Considerations for companies planning for next proxy season should include the following:
Risk Factors -
..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
11/3/2021
/ Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Form 10-K ,
Incentive Compensation ,
MD&A Statements ,
NYSE ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Votes ,
Shareholders
As companies prepare upcoming periodic reports, they should focus on carefully reviewing and updating their risk factors. Some of the considerations may include...more
7/13/2021
/ Adverse Events ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Executive Orders ,
Form 10-K ,
Form 10-Q ,
MD&A Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Assessment
As public companies prepare their Q3 releases and filings, some of the key issues they should consider include:
..MD&A – as we reported last quarter, the SEC Staff issued COVID-19 guidance in June calling for companies to...more
As more companies prepare to file Form 10-Qs, they should give special attention to risk factors – particularly to consider whether new risks have emerged or hypothetical ones have become real. The Form calls for disclosure...more