On March 6, 2024, the U.S. Securities and Exchange Commission adopted its highly anticipated rules requiring climate-related disclosures. The final rules represent a significantly less burdensome set of rules than those...more
Since December 18, 2023 public companies other than smaller reporting companies are required to report a cybersecurity incident under Item 1.05 of Form 8-K within four business days after the company determines the incident...more
On July 26, the SEC adopted amendments to Regulation S-K and Exchange Act forms requiring public companies to disclose on a current basis material cybersecurity incidents and to disclose annually information regarding their...more
In May the SEC adopted rule amendments that require reporting companies to disclose in their periodic reports more detailed information about their repurchases of equity securities registered under Section 12 of the Exchange...more
On December 14, the SEC adopted long-awaited amendments to Rule 10b5-1 under the Exchange Act that add new conditions for a trading arrangement to qualify for the rule’s affirmative defense against Rule 10b-5 liability for...more
12/22/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On August 25, the SEC adopted rule amendments that require registrants to disclose, in proxy or information statements in which executive compensation disclosure is required, information showing the relationship between...more
On March 21, in one of its most significant rulemakings in recent years, the Securities and Exchange Commission proposed rules that would require public companies to provide investors with extensive, consistent, and...more
On March 9, 2022 the SEC proposed rule amendments that would require public companies to report detailed information about material cybersecurity incidents affecting their business and about their cybersecurity risk...more
On December 15, 2021 the SEC unveiled its long-awaited proposal to amend the requirements for securities trading arrangements adopted in reliance on Rule 10b5-1 under the Exchange Act. The proposed amendments would add new...more
On December 15 the SEC proposed new and amended rules that would require most reporting companies to provide more frequent and extensive disclosures about their share repurchase activity. A company engaged in share...more
On September 22 the SEC’s Division of Corporation Finance published on its website a “Sample Letter to Companies Regarding Climate Change Disclosures,” which it characterizes as an “illustrative letter” presenting “sample...more
The SEC recently filed a civil suit in federal district court against AT&T, Inc. charging the company with violating Regulation FD in 2016 by selectively disclosing nonpublic financial estimates and results to sell-side...more
On November 19 the SEC issued significant amendments to the disclosure requirements governing Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). The amendments to Item 303 of...more
On August 26 the SEC adopted far-reaching amendments to Regulation S-K items that govern disclosures on business, legal proceedings, and risk factors in filings under the Securities Act of 1933 and the Securities Exchange Act...more
The SEC recently adopted comprehensive amendments to its rules that govern financial statement requirements for acquisitions or dispositions of significant businesses or other assets. The rules specify the historical...more
Below is a checklist of key changes and considerations that public companies should be aware of when preparing their Forms 10-K and proxy statements for the upcoming filing season. For ease of reference, we have divided the...more
On August 8, the SEC proposed amendments to Regulation S-K to modernize required disclosures on business, legal proceedings and risk factors in Exchange Act and Securities Act filings. The proposed amendments represent the...more
8/28/2019
/ Corporate Governance ,
Disclosure Requirements ,
Investment Adviser ,
Judicial Proceedings ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Regulatory Requirements ,
Risk Factors ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
On March 20, the SEC voted to adopt amendments to Regulation S-K and related rules and forms in accordance with its mandate under the Fixing America’s Surface Transportation Act (FAST Act) to modernize and simplify disclosure...more
On December 18, 2018, the SEC adopted a requirement for U.S. public companies to provide proxy disclosure of any practices or policies they have adopted regarding the ability of the company's employees, officers or directors,...more
On October 31, 2018, the SEC released comprehensive property disclosure rules for mining registrants that represent the first major change to the rules since 1982. The new rules require companies with material mining...more
1/24/2019
/ Committee for Mineral Reserves International Reporting Standards (CRIRSCO) ,
Critical Infrastructure Sectors ,
Disclosure Requirements ,
EDGAR ,
Mineral Exploration ,
Mineral Extraction ,
Mining ,
Natural Resources ,
Oil & Gas ,
Real Estate Market ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On October 31, 2018, the SEC released comprehensive property disclosure rules for mining registrants that represent the first major change to the rules since 1982. The new rules require companies with material mining...more
The SEC recently amended Securities Act Rule 701, which provides a registration exemption for securities sold by non-reporting companies to their employees and other covered persons under compensatory arrangements. The...more
8/16/2018
/ Amended Rules ,
Compensation & Benefits ,
Disclosure Requirements ,
Employee Benefits ,
Form S-8 ,
Gig Economy ,
Offerings ,
Restricted Stocks ,
Rule 701 ,
Securities and Exchange Commission (SEC) ,
Stock Options ,
Threshold Requirements
Prompted by concern over the increase in the risks and frequency of data breach incidents and other cyber-attacks affecting public companies, the Securities and Exchange Commission recently published interpretive guidance to...more
3/6/2018
/ Cyber Threats ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Financial Statements ,
Insider Trading ,
Interpretive Rule ,
Non-Public Information ,
Publicly-Traded Companies ,
Regulation FD ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC)
The SEC recently proposed amendments intended to update, streamline and improve its disclosure framework and to reduce the compliance burden for public companies. The proposed amendments, which are detailed in the proposing...more
On September 21, the SEC and the staff of the Division of Corporation Finance issued new and updated interpretive guidance regarding the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K. The guidance...more
10/2/2017
/ CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Item 402 ,
Median Employee ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling