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
On December 11, in a 9-8 ruling, the Fifth Circuit invalidated the SEC’s approval of the Nasdaq board diversity rule in Alliance for Fair Board Recruitment v. SEC. Invoking the “major questions” doctrine, the court ruled the...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
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 30, 2023, the SEC filed charges against SolarWinds Corp. and its chief information security officer (CISO), alleging:
..Failures to disclose known cybersecurity vulnerabilities affecting the company’s “crown...more
11/2/2023
/ Chief Information Security Officer (CISO) ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Fraud ,
Internal Controls ,
Misleading Statements ,
Popular ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
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
9/6/2023
/ Audit Committee ,
CEOs ,
Certification Requirements ,
CFOs ,
Corporate Governance ,
Deferred Compensation ,
Dismissals ,
Enforcement Actions ,
Financial Reporting ,
GAAP ,
Internal Controls ,
Rule 10b-5 ,
Sarbanes-Oxley ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Litigation ,
Statement of Opinion
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
New NYSE and Nasdaq Rule Deadline -
As discussed in our February 27, 2023 post, the NYSE and Nasdaq previously issued their proposed listing rules (the “Proposed Listing Rules”) mandating that most companies with listed...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
On December 15, 2021, the SEC proposed significant changes to the requirements for Rule 10b5-1 trading plans.
The SEC attributed the proposals to concerns expressed by courts, commentators and members of Congress that...more
The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act. Specifically, the...more
11/15/2021
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
New Guidance ,
Ordinary Business Exception ,
Proxy Materials ,
Proxy Season ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
In light of health and safety concerns related to the pandemic, the SEC staff recently announced the availability of a temporary secure file transfer process for the submission of supplemental materials pursuant to Rule 418...more
The SEC adopted amendments on August 26, 2020 by a 3-2 vote, to expand the definition of “accredited investor,” paving the way for certain financially sophisticated institutional and individual investors to participate in...more
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders.
In this edition, we review:
...SEC Changes Approach to Shareholder Proposal No-Action Requests
...SEC Issues...more
10/24/2019
/ Breach of Contract ,
Cease and Desist Orders ,
Clean Water Act ,
Contract Terms ,
Corporate Governance ,
Default ,
Enforcement Actions ,
Environmental Violations ,
Federal Loans ,
Food and Drug Administration (FDA) ,
Institutional Shareholder Services (ISS) ,
Interpretive Letters ,
Investment Adviser ,
Libor ,
Material Nonpublic Information ,
MD&A Statements ,
Misrepresentation ,
New Guidance ,
No-Action Requests ,
Pharmaceutical Industry ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders