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
Citing recent DEI developments in the U.S., ISS released its Statement on Diversity Factors in Director Elections on February 11, 2025 announcing that it will “indefinitely halt consideration of certain diversity factors in...more
2/14/2025
/ BlackRock ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Institutional Shareholder Services (ISS) ,
Investors ,
Nasdaq ,
Proxy Voting ,
Shareholders ,
Vanguard
BCLP hosted its annual CLE event, "Public Company Update and Other Trending Topics,” in St. Louis recently.
Some of the key issues covered by the event, along with some takeaway considerations for companies, include the...more
2/11/2025
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Financial Services Industry ,
Insider Trading ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities Regulation ,
Stock Options
As discussed in our September 1, 2021 post, the SEC brought its first “shadow insider trading” case against Matthew Panuwat, a company employee who purchased options in a competitor’s shares shortly after learning his...more
6/14/2024
/ Confidential Information ,
Corporate Governance ,
Criminal Convictions ,
Criminal Prosecution ,
Enforcement Actions ,
Insider Trading ,
Material Nonpublic Information ,
Materiality ,
Misappropriation ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Securities Fraud
At the recent meeting of the Employee Benefits and Executive Compensation Subcommittee at the ABA’s Business Law Fall meeting, moderators identified several hot topics stemming from the new compensation recovery (clawback)...more
A flurry of recent lawsuits in the wake of the Supreme Court’s June decision on affirmative action have further muddied the waters for public companies trying to thread their way through competing interests....more
8/16/2023
/ Affirmative Action ,
Annual Reports ,
Civil Rights Act ,
College Admissions ,
Corporate Counsel ,
Corporate Governance ,
Disclosure ,
Disclosure Requirements ,
Discrimination ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Equal Employment Opportunity Commission (EEOC) ,
Kellogg Company ,
Publicly-Traded Companies ,
Reverse Discrimination ,
Risk Mitigation ,
SCOTUS ,
Shareholder Activism ,
Shareholders ,
Target
What happened?
The U.S. District Court for D.C. recently rejected a motion to dismiss a lawsuit claiming fraud in an alleged “pump and dump scheme” arising out of...more
8/3/2023
/ Emoji ,
Failure To Disclose ,
Fraud ,
Material Adverse Effects ,
Misleading Statements ,
Misrepresentation ,
Pump and Dump ,
Schedule 13D ,
Social Networks ,
Stock Sale Agreements ,
Twitter
Amidst all the controversy and legal proceedings involving Elon Musk, one could overlook the fact that he and his company Tesla are on trial now in U.S. District Court for securities fraud. Yet they are: a jury has been...more
On December 14, 2022, the SEC unanimously adopted significant changes to the requirements for Rule 10b5-1 trading plans, one day shy of the anniversary of its proposals, including...more
Now that we are knee deep in annual meeting season, companies should consider preparing for “what if” questions that may arise during Q&A based on current events. For example, shareholders (including employee shareholders)...more
With the Delta variant surge, many companies have delayed plans for a return to in-person board and committee meetings. The go-to alternative, in many cases, will be a return to video conferences, which worked well in the...more
9/30/2021
/ Attorney-Client Privilege ,
Board Meetings ,
Board of Directors ,
Confidential Business Information (CBI) ,
Consent ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Data Privacy ,
Evidence ,
Privacy Concerns ,
Risk Management ,
Videoconference ,
Virtual Meetings
As discussed in our March 4, 2021 and March 17, 2021 posts, Allison Herren Lee, then the Acting Chair of the SEC, previously issued a Public Statement and delivered a speech announcing the SEC’s enhanced focus on...more
In a Statement released on February 11, 2021, Acting SEC Chair Allison Herren Lee announced that, in a return to the longstanding practice of the SEC Division of Enforcement (the “Division”), the Division will no longer...more
Yesterday, by another 3-2 vote, the SEC approved changes to NYSE listing rules relating to primary direct listings after conducting a “de novo” review following objections raised by certain investors and commentators.
In...more
In another 3-2 vote, on November 2, 2020 the SEC approved significant amendments to the framework for exempt offerings intended to harmonize and simplify the framework for exempt offerings under the Securities Act of 1933. ...more
11/5/2020
/ Corporate Governance ,
Crowdfunding ,
Disclosure Requirements ,
General Solicitation ,
Offerings ,
Regulation A ,
Regulation D ,
Rule 152 ,
Rule 506 Offerings ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shelf Registration
ISS recently published FAQ guidance addressing how it will approach COVID-related pay decisions under its pay-for-performance qualitative evaluation. The guidance reflects feedback from discussions with investors and its...more
The SEC announced on October 7, 2002 that it had approved, by vote of 3-2, a proposed limited conditional exemption for individuals acting as “finders” in private market transactions with accredited investors. ...more
On September 30, 2020, Judge Alvin Hellerstein, of the Southern District of New York (“SDNY”) granted summary judgment to the Securities and Exchange Commission (“SEC”) in its enforcement action against Kik Interactive Inc....more
As the COVID-19 pandemic unfolded, public companies took action in response to the impact and potential impact of the pandemic on their businesses and the economy. The actions often included temporary compensation reductions...more
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
As previously noted, the SEC issued supplemental disclosure guidance near the end of the second quarter which, among other things, set forth dozens of questions for companies to consider as they assess and disclose the...more
The final act in the saga between Telegram Group Inc. (“Telegram”) and the SEC was the June 26, 2020 court approval of the SEC’s settlement with Telegram, in which Telegram agreed to pay a civil penalty of $18.5 million and...more
The Simple Agreement for Future Tokens (“SAFT”) was once touted as a creative solution to execute “initial coin offerings” (“ICOs”) that did not violate federal securities laws. The two-step transaction contemplated by SAFTs...more
On June 30, 2020, Jay Clayton, SEC chair, and Bill Hinman, Director of Corporation Finance, hosted an investor roundtable seeking input from investors on how to improve disclosures during this period of COVID-19. The...more
On May 21, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments (the “Amendments”) to streamline the financial statement disclosures that are required in connection with acquisition and disposition...more