Latest Publications

Share:

Corporation Finance Director Speaks to Information Sharing Following Cybersecurity Disclosure

Erik Gerding, Director, SEC Division of Corporation Finance, issued a statement to clear up misconceptions following filing of an 8-K disclosing a cybersecurity incident....more

SEC Director of Corporation Finance Speaks to Cybersecurity Disclosures

Erik Gerding, Director, Division of Corporation Finance, released a statement on the preferred methods to disclose certain cybersecurity incidents.  Mr. Gerding noted “The cybersecurity rules that the Commission adopted on...more

SCOTUS: Pure Omissions Do Not Support Securities Fraud Claims Even If the Omissions Violate SEC Disclosure Requirements

Last week, the U.S. Supreme Court issued a unanimous decision in Macquarie Infrastructure Corp. et al. v. Moab Partners L.P. et al., holding that an omission to make disclosures required by U.S. Securities and Exchange...more

Supreme Court: Rule 10b-5 Does Not Cover Pure Omissions

In Macquarie Infrastructure Corp., et al., v. Moab Partners, L. P., et. al, a unanimous United States Supreme Court held that failure to make MD&A disclosures required by Item 303 of Regulation S-K does not violate Rule...more

SEC Adopts Final Climate Rules

The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and...more

SEC Issues Staff Report on Accredited Investor Definition (UPDATE)

The SEC issued a staff report on the accredited investor definition. The Dodd-Frank Wall Street Reform and Consumer Protection Act directs the Commission to review the accredited investor definition as it relates to natural...more

NYSE Updates Shareholder Approval Rule

The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval.  The SEC approved the change on an accelerated...more

2024 ISS Policy Update: Severance Arrangements

It appears the lone ISS policy update for the US will be to Severance Agreements for Executives/Golden Parachutes. ISS will vote on a case-by-case basis  on shareholder proposals requiring that executive severance...more

SEC Adopts Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies

The SEC adopted final rules requiring registrants to disclose material cybersecurity incidents they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy,...more

SEC Adopts Final Amendments Related to Share Repurchases

The SEC has adopted final amendments requiring disclosures related to issuers’ share repurchases. The amendments will require domestic issuers to...more

Stock Exchanges Publish Proposed Clawback Rules

Both the NYSE and Nasdaq have issued proposed clawback rules in connection with SEC Rule 10D-1. NYSE - The NYSE proposes to comply with Rule 10D-1 by adopting proposed new Section 303A.14 of the Listed Company Manual....more

SEC Adopts Final Rule on 10b5-1 Plans

The SEC has adopted final amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. The amendments: Add new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1),...more

SEC Issues Final Compensation Clawback Rules

The SEC has adopted rules to require securities exchanges to adopt listing standards that require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation...more

SEC Charges Company for Backlog Management

In a settled enforcement action, the SEC charged VMware, Inc., with omission of material information in its disclosures concerning its order “backlog” and revenue management, in quarterly and annual Exchange Act reports, on...more

SEC Adopts Pay Versus Performance Disclosure Rules

The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more

SEC Proposes Changes to Shareholder Proposal Rule

The Securities and Exchange Commission proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy...more

SEC Fires Another Warning Shot on Confidentiality Agreements that Violate Whistleblower Provisions

The SEC brought an enforcement action against The Brink’s Company for using confidentiality agreements that the SEC alleged violated Exchange Act Rule 21F-17. That rule prohibits any person from taking any action to impede an...more

SEC Updates Electronic Filing Requirements

The Securities and Exchange Commission adopted rules and form amendments to: Mandate the electronic filing or submission of certain documents that currently are permitted to be filed or submitted in paper... ...more

SEC Proposes ESG Disclosures for Investment Advisers and Investment Companies

The SEC has proposed amendments to rules and disclosure forms to promote consistent, comparable, and reliable information for investors concerning funds’ and advisers’ incorporation of environmental, social, and governance...more

SEC Charges Issuer with Failure to Disclose Source of Revenue Growth

The SEC announced settled charges against technology company NVIDIA Corporation for inadequate disclosures concerning the impact of cryptomining on the company’s gaming business. - The SEC’s order finds that, during...more

SEC Releases Sample Letter to Companies Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain...

The SEC has released an illustrative letter that contains sample comments that the Division of Corporation Finance may issue to companies based on their specific facts and circumstances related to Russia’s invasion of Ukraine...more

Chancery Considers Whether Acceptance of Equity Grant Violated Fiduciary Duties

In Knight v. Miller et al the Delaware Court of Chancery considered, among other things, whether the acceptance of an equity grant violated fiduciary duties. The case was before the Court on a motion to dismiss....more

SEC Charges Brazilian Mining Company with Misleading Investors about Safety Prior to Deadly Dam Collapse

The SEC charged Vale S.A., a publicly traded Brazilian mining company and one of the world’s largest iron ore producers, with making false and misleading claims about the safety of its dams prior to the January 2019 collapse...more

SEC Proposes Rules Regarding Special Purpose Acquisition Companies, Shell Companies, and Projections

The SEC proposed rules and amendments regarding special purpose acquisition companies (SPACs), shell companies, and projections disclosure. The proposed new rules and amendments would, among other things...more

SEC Proposes Rules to Enhance and Standardize Climate-Related Disclosures

The SEC has proposed rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The proposed rules would require information about a registrant’s...more

1,133 Results
 / 
View per page
Page: of 46

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide