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
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
5/22/2024
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
4/15/2024
/ Disclosure Requirements ,
Failure To Disclose ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Omissions ,
Rule 10(b) ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Securities Violations
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
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
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
7/27/2023
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Data Management ,
Data Privacy ,
Data Protection ,
Disclosure Requirements ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has adopted final amendments requiring disclosures related to issuers’ share repurchases. The amendments will require domestic issuers to...more
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
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
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
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
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
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
3/31/2022
/ Capital Markets ,
Capital Raising ,
Initial Public Offering (IPO) ,
Investment ,
Proposed Amendments ,
Proposed Rules ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
The SEC has issued proposed rules on disclosure of cybersecurity incidents. Specifically, the SEC is proposing to:
Amend Form 8-K to add Item 1.05 to require registrants to disclose information about a cybersecurity...more
3/11/2022
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Publicly-Traded Companies ,
Regulatory Reform ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has issued a rule proposal to reduce risks in the clearance and settlement of securities. Specifically, the proposed changes would...more
The SEC has proposed comprehensive changes to Regulation 13D-G and Regulation S-T to modernize the beneficial ownership reporting requirements and improve their operation and efficacy....more
The SEC has proposed amendments to Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds, to...more
Many persons and entities mail or otherwise provide to the SEC Divisions of Corporation Finance and Investment Management paper “courtesy copies” of materials that are filed or submitted via EDGAR, email, online form or other...more
The SEC announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as...more
1/12/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Form 10-K ,
Form 8-K ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Settlement Agreements
The SEC has proposed amendments to disclosure requirements regarding repurchases of an issuer’s equity securities that are registered under Section 12 of the Securities Exchange Act of 1934. ...more
12/22/2021
/ Corporate Issuers ,
EDGAR ,
Form 20-F ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Section 12 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Share Buybacks ,
Stock Repurchases ,
XBRL Filing Requirements
The SEC has issued proposed amendments to Rule 10b5-1 and to related forms and disclosures. The amendments are intended to address perceived abuses of Rule 10b5-1 plans....more
12/17/2021
/ 10b5-1 Plans ,
Disclosure Requirements ,
Insider Trading ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Trading Policies
In 2019, the SEC proposed changes to its proxy advisor rules (the “2019 Proposed Rules”). Later the SEC adopted final rules regarding proxy voting advice (the “2020 Final Rules”) provided by proxy advisory firms, or proxy...more
In 2016 the SEC adopted proposed rules related to use of universal proxies in contested director elections. The SEC has now adopted final rules. The SEC also adopted changes to the form of proxy and proxy statement...more
The SEC Division of Corporation Finance announced it has rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them. Public companies relied on the guidance...more
In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the SEC to adopt rules directing the national securities exchanges...more
10/15/2021
/ Clawbacks ,
Comment Period ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Financial Stimulus ,
Incentive Compensation ,
Material Misstatements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Violations