On June 24, 2024, the U.S. Securities and Exchange Commission (SEC) published five new Form 8-K Compliance and Disclosure Interpretations (C&DIs) expanding the agency’s interpretations of cybersecurity incident disclosures...more
On April 12, 2024, the U.S. Supreme Court issued an important decision in the case of Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165. Justice Sotomayor, writing for a unanimous Court, ruled that “pure...more
Key Points - On Wednesday, March 6, 2024, the SEC in a 3-2 vote adopted “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (Final Rule). The Final Rule will require public companies to...more
3/12/2024
/ Annual Reports ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
Greenhouse Gas Emissions ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Transparency
The Securities and Exchange Commission (SEC) recently adopted final rules (available here; also see the fact sheet and press release) representing significant changes to special purpose acquisition companies (SPACs), shell...more
As discussed in our prior publication (found here), the Securities and Exchange Commission (SEC) adopted amendments on December 14, 2022, regarding Rule 10b5-1 insider trading plans and related disclosures. On May 25, 2023,...more
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments requiring disclosure related to issuers’ share repurchases. Item 703 of Regulation S-K currently requires issuers to disclose information about...more
5/10/2023
/ Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Repurchase Agreements ,
Repurchases ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases
Key Points -
On March 1, 2023, the SEC and DOJ filed insider trading charges against a public company executive alleging he traded pursuant to 10b5-1 trading plans he adopted while he was in possession of material...more
As companies begin preparing for the 2023 proxy season, we note that Institutional Shareholder Services Inc. (ISS) and Glass Lewis, the leading providers of corporate governance solutions and proxy advisory services, issued...more
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments regarding Rule 10b5-1 insider trading plans and related disclosures. The amendments aim to strengthen investor protections concerning...more
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the “clawback” provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act....more
On September 19, 2022, amendments to the Securities and Exchange Commission (SEC) rules governing proxy solicitations became effective. The amendments, proposed on November 17, 2021, seek to address concerns by investors and...more
Key Points -
On Monday, March 21, 2022, the SEC in a 3-1 vote proposed amendments to require public companies to provide certain climate-related information in their registration statements and annual reports. The...more
On December 15, 2021, the SEC proposed amendments regarding Rule 10b5-1 trading plans and share repurchase programs. The SEC proposed rules are intended to diminish information asymmetry between public companies and investors...more
On Friday, August 6, 2021, the U.S. Securities and Exchange Commission (SEC) issued an order (the “Order”) approving certain rule changes proposed by The Nasdaq Stock Market LLC (“Nasdaq”), which will require companies listed...more
Nasdaq has proposed board diversity rules which would require companies to have, or explain why they do not have, at least two diverse directors on their boards and also provide statistical information on board...more
12/4/2020
/ Board of Directors ,
C&DIs ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Proposed Rules ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On August 26, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments that modernize the description of business (Item 101), legal proceedings (Item 103) and risk factor disclosures (Item 105) that...more
- Amendments to the "accredited investor" definition expand the categories of persons eligible to participate in private placements under Regulation D to include (i) individuals with certain professional licenses (Series 7,...more
On June 23, 2020, the Division of Corporation Finance (“Division”) of the Securities and Exchange Commission (SEC) provided additional guidance (“Topic No. 9A”) regarding disclosures about operations, liquidity and capital...more
On June 23, 2020, the Office of the Chief Accountant (OCA) of the Securities and Exchange Commission (SEC) issued another statement on the importance of high-quality financial reporting in light of the impact of, and...more
- The COVID-19 crisis creates heightened risk of improper financial reporting.
- Audit committees can and should take steps to help prevent such frauds.
- Audit Committees should maintain the appropriate tone at the...more
On August 17, 2017, the Securities and Exchange Commission (SEC) Staff issued new Compliance and Disclosure Interpretations (C&DIs) that clarify the financial information that Emerging Growth Companies (EGCs) and non-EGCs may...more
On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued guidance regarding the submission of annual reports by registrants to the SEC under Exchange...more
On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued new guidance in the form of Compliance and Disclosure Interpretation Question 116.25 (C&DI...more
On June 27, 2016, the Securities and Exchange Commission (SEC) adopted new rules requiring certain producers of oil, natural gas and minerals to publicly disclose information regarding payments to the U.S. federal government,...more
7/13/2016
/ Anti-Corruption ,
Compliance ,
Corporate Counsel ,
Disclosure Requirements ,
Dodd-Frank ,
Facilitation Payments ,
Foreign Entities ,
Form SD ,
New Regulations ,
Oil & Gas ,
Popular ,
Resource Extraction ,
Securities and Exchange Commission (SEC)
On July 1, 2016, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC (Nasdaq) to require Nasdaq-listed companies to publicly disclose compensation or other payments made...more