Public companies planning to grant stock options, SARs or similar option-like instruments to executive officers in 2024 should consider whether to avoid the windows in which a new disclosure requirement under SEC rules...more
The new SEC cybersecurity rules (Release No. 33-11216), codify and build on earlier SEC guidance on cybersecurity risks and incidents and require specific cybersecurity-related disclosures....more
On May 3, 2023, the SEC adopted final rules relating to corporate stock buybacks. The new rules have some significant differences from those the SEC proposed in December 2021. While the new rules do require significantly...more
On December 14, 2022, the SEC unanimously adopted cooling-off periods and other changes to how plans adopted under Rule 10b5-1 (“10b5-1 Plans”) will work going forward. Executive officers and directors of public companies...more
On March 21, 2022, the Securities and Exchange Commission (“SEC”) proposed new rules (the “Proposal”) that, if finalized, will require reporting companies to disclose climate-related risks, metrics, and other information in...more
In a settled enforcement action against Under Armour Inc. announced on May 3, 2021 the SEC reminded companies that managing earnings, even if accounted for correctly, can have MD&A implications triggering disclosure...more
The Securities and Exchange Commission has continued its effort to update and streamline the disclosure requirements for filings with the SEC. In November, the SEC adopted amendments to the rules for Management’s Discussion...more
The Securities and Exchange Commission, on November 24, 2020, proposed changes to the rules and forms that are used for compensatory securities offerings by both private and public companies. If adopted, the changes should...more
The Securities and Exchange Commission on August 26, 2020 adopted changes to the business, legal proceeding and risk factor disclosures made by public companies and companies going public. ...more
On June 23, 2020, the SEC’s Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9A supplementing its previous guidance regarding COVID-19 disclosures that we discussed in a previous post. The new...more
Following on its guidance issued last month on the need for public companies to disclose the effects and uncertainties created by COVID-19, the SEC on May 4, 2020 reiterated those concerns to municipal securities issuers and...more
In a Statement on April 8, 2020, SEC Chairman Jay Clayton and Corporation Finance Division Director Bill Hinman supplemented earlier SEC guidance to emphasize the importance of disclosures by public companies about the...more
The SEC issued new guidance yesterday supplementing its previously-announced COVID-19 order that gives relief from Exchange Act filing deadlines (see our blog post about the COVID-19 order here). The guidance details how the...more
The SEC, together with the PCAOB, recently updated guidance to reporting companies on issues arising from the coronavirus (COVID-19) outbreak. On February 19, 2020, SEC Chairman Clayton, PCAOB Chairman William Duhnke, and...more
On February 7, 2020, the Securities and Exchange Commission’s Office of Municipal Securities issued Staff Legal Bulletin No. 21 (OMS) (“SLB 21”) to provide its views on the application of the antifraud provisions to public...more
The Securities and Exchange Commission (“SEC”) adopted Regulation FD (Fair Disclosure) in 2000 to help level the playing field among market participants by proscribing the selective disclosure of material nonpublic...more
On May 9, 2019, the SEC proposed rule changes to the disclosure requirements for smaller reporting companies (SRCs). Last year, the SEC expanded the number of companies that qualify for scaled disclosure accommodations under...more
On May 3, 2019, the SEC proposed rule amendments to financial information that investors receive regarding the acquisition and disposition of businesses. The SEC’s rules requiring target company and pro forma financial...more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amendments,...more
The recent settled SEC enforcement action, and related criminal proceeding resolved with a deferred prosecution agreement, against Lumber Liquidators is a reminder of the need for accurate and complete disclosure even when...more
On February 6, 2019, the SEC staff issued two new identical C&DIs that apply to Item 401 of Regulation S-K, Question 116.11, and Item 407 of Regulation S-K, Question 133.13. The new interpretation provides guidance on...more
On December 18, 2018, the Securities and Exchange Commission (the “SEC”) adopted final rules requiring companies to disclose in proxy or information statements for the election of directors any practices or policies regarding...more
We recently reported the SEC’s adoption of amendments to Rule 15c2-12 to add two new events to those now required to be reported. Those two events are: -
Incurrence of a financial obligation of the issuer or obligated...more
On August 20, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments (the “Amendments”) to the continuing disclosure provisions of Rule 15c2-12 (the “Rule”), with the goal of enhancing disclosure of the...more
On August 17, 2018, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to certain disclosure requirements that have become redundant, overlapping, outdated or superseded in light of other SEC...more