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SEC Regulatory Agenda Showcases 52 Proposed and Final Rules by Spring 2023

The SEC’s Fall 2022 “Reg Flex” agenda was recently published by the federal Office of Information and Regulatory Affairs (OIRA). Chair Gensler sets the agency’s agenda, which provides a glimpse into how the agency will...more

REITs Should Review Disclosure of Non-GAAP Financial Measures Based on New SEC Staff Guidance

On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more

SEC Publishes New Non-GAAP Financial Measures Guidance as 2022 Year-End Reporting Season Approaches

On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more

SEC Adopts Amendments to Rules Governing Rule 10b5-1 Trading Plans

On December 14, 2022, the Securities and Exchange Commission unanimously adopted final rules relating to Rule 10b5-1 plans. Properly structured, a Rule 10b5-1 plan provides an affirmative defense to Rule 10b-5 liability for...more

Frequently Asked Questions: Pay Versus Performance Final Rules - Update

The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our earlier client alert. These rules will require companies that are not...more

SEC Announces Record-Breaking Penalties and a 9% increase in total number of Enforcement Actions in FY 2022

On November 15, 2022, the SEC announced its enforcement results for fiscal year 2022, which ended on September 30, reporting the following key metrics and highlights...more

SEC Adopts Final Rules Requiring Disclosure and Recovery of Erroneously Awarded Incentive-Based Compensation

​​​​​​​On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more

SEC Enforcement Against Cheetah Mobile Execs Reflects Heightened Scrutiny of 10b5-1 Plans

​​​​​​​On September 21, 2022, the U.S. Securities and Exchange Commission (“SEC”) charged the CEO, Sheng Fu, and former president, Ming Xu, of Chinese-based technology company Cheetah Mobile Inc. (“Cheetah Mobile” or the...more

Frequently Asked Questions: Pay Versus Performance Final Rules

The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our recent client alert. These rules will require companies that are not...more

SEC Adopts Final Rules Requiring Pay Versus Performance Disclosure in 2023 Proxy Statements

The U.S. Securities and Exchange Commission (SEC) has adopted final rules that will require significant new disclosures in proxy and information statements about the relationship between executive compensation actually paid...more

SEC Proposes Further Limitations on Proxy Statement Exclusion of Shareholder Proposals

On July 13, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed amendments to Rule 14a-8, which specifies the conditions under which companies can exclude shareholder proposals from the company’s proxy...more

SEC Adopts Amendments to Rules Governing Proxy Voting Advice

The 2022 Amendments have removed the requirements that call for proxy advisory firms claiming an exemption from proxy filing rules for solicitations to provide their proxy voting advice to subject companies and provide their...more

SEC Adopts New Electronic Filing Requirements for “Glossy” Annual Reports, Form 144 Notices and Other Documents

On June 3, 2022, the U.S. Securities and Exchange Commission (SEC) announced that it had adopted amendments to its rules that will require electronic filing or submission of a variety of documents that SEC rules currently...more

California Law Requiring Female Directors on Public Company Boards Held Unconstitutional

Ruling Follows Similar Decision on Underrepresented Minority Directors in April 2022 - A California court has held that California Senate Bill 826, which required that “publicly held” corporations that listed a California...more

SEC Proposes Sweeping New Climate-Related Disclosure Rules

The U.S. Securities and Exchange Commission (SEC) has proposed amendments that would require domestic and foreign companies to include certain climate-related information in registration statements and periodic reports. Like...more

SEC Proposes New Rules Applicable To SPACs And Certain Reverse Mergers

On March 30, 2022, the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting to consider proposed rules and amendments regarding special purpose acquisition companies (SPACs), shell companies, and...more

SEC Proposes Expanded and Accelerated Cybersecurity Disclosure by Public Companies

As a significant step in its ongoing initiatives on the disclosure, management and oversight of cybersecurity risks and incidents, on March 9, 2022 the U.S. Securities and Exchange Commission (SEC) proposed new rules that...more

SEC Focus on Cybersecurity Begins to Take Shape

The U.S. Securities and Exchange Commission is implementing a campaign to overhaul the agency’s expectations around cybersecurity and cyber incident reporting for the financial services industry and corporate America...more

SEC Filing Fee Exhibit, Payment and Related Changes

Amendments adopted by the U.S. Securities and Exchange Commission (SEC) have changed a variety of SEC rules, forms and schedules related to disclosure and payment of SEC filing fees. As summarized in an SEC fact sheet, the...more

SEC and PCAOB Prepare to Implement the Holding Foreign Companies Accountable Act

The U.S. Securities and Exchange Commission (SEC) has adopted final amendments that, in conjunction with final rules adopted by the Public Company Accounting Oversight Board (PCAOB) earlier this year and the recent...more

SEC Proposes Accelerated and Enhanced Share Repurchase Reporting

On December 15, 2021 the U.S. Securities and Exchange Commission (SEC) announced that it had proposed rules that would enhance and expand existing reporting of share repurchases by companies. The most significant proposal...more

SEC Proposes Amendments to Rule 10b5-1 Trading Plans

On December 15, 2021, the U.S. Securities and Exchange Commission proposed amendments to Rule 10b5-1 trading plans, as SEC Chairman Gary Gensler first previewed in June in the wake of increased scrutiny of the plans. A Rule...more

New Rules for Proxy Contests: SEC Adopts Mandatory Universal Proxy Rules

The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more

SEC to Propose Cybersecurity Risk Governance Disclosures—Commissioner Roisman Shares His Views

SEC Commission Elad Roisman recently spoke about cybersecurity threats and challenges facing the agency’s registrants, including public companies and financial institutions. One source of challenges (our words, not Roisman’s)...more

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