As discussed in our trade group’s February 23 post, the Supreme Court struck down the Trump Administration’s tariffs imposed under the International Emergency Economic Powers Act, or IEEPA. ...more
2/26/2026
/ Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Financial Statements ,
Form 10-K ,
Form 10-Q ,
International Emergency Economic Powers Act (IEEPA) ,
International Trade ,
Materiality ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Reporting Requirements ,
SCOTUS ,
Supply Chain ,
Tariffs ,
US Trade Policies
On December 18, 2025, President Trump signed into law the National Defense Authorization Act for Fiscal Year 2026. Section 8103 of the act, entitled the “Holding Foreign Insiders Accountable Act” (“HFIAA”), eliminates the...more
12/30/2025
/ Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Foreign Nationals ,
Foreign Private Issuers ,
NDAA ,
New Legislation ,
Reporting Requirements ,
Section 16 ,
Securities Exchange Act of 1934 ,
Securities Regulation
On September 4, 2025, the SEC released its Spring 2025 Reg. Flex Agenda, which sets forth, among other things, “deregulatory rule proposals” relating to public company disclosure rules and requirements for private company...more
9/10/2025
/ Capital Markets ,
Capital Raising ,
Deregulation ,
Disclosure Requirements ,
Foreign Private Issuers ,
Privately Held Corporations ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
The SEC’s longstanding practice of requiring settling parties not to deny the charges against them, denounced as the “gag rule” by critics, recently withstood another legal challenge. ...more
8/28/2025
/ Administrative Proceedings ,
Appeals ,
Constitutional Challenges ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
First Amendment ,
Free Speech ,
Gag Rule ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Settlement ,
Standing ,
Unconstitutional Condition
In April, companies were faced with addressing the impacts of tariffs and a global trade war, as discussed in our April 8, 2025 post. Companies now find themselves grappling with the need to re-address these issues in light...more
7/23/2025
/ Artificial Intelligence ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Foreign Currency ,
Form 10-K ,
Form 10-Q ,
International Trade ,
Military Conflict ,
Publicly-Traded Companies ,
Quarterly Report ,
Reporting Requirements ,
Risk Factors ,
Tariffs ,
Trade Wars ,
US Trade Policies
Public companies regularly face challenges in protecting confidential information relating to material announcements of corporate developments as well as financial results and other events. For example, recently, the U.S....more
7/15/2025
/ Confidential Information ,
Corporate Misconduct ,
Disclosure Requirements ,
Enforcement Actions ,
Fraud ,
Insider Trading ,
Material Nonpublic Information ,
Misappropriation ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Violations
In light of the recent market volatility, public companies should keep in mind the upcoming annual re-evaluation of their filer status, as a change may have ramifications for both the timing and content for the following...more
6/19/2025
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Executive Compensation ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
On June 4, 2025, the SEC released a Concept Release seeking public comment on potential changes to the definition of foreign private issuer (“FPI”), which changes may have the effect of reducing the number of foreign...more
6/10/2025
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Foreign Investment ,
Foreign Private Issuers ,
GAAP ,
IASB ,
IFRS ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation G ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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