On July 18, 2024, Judge Paul A. Engelmeyer of the U.S. District Court for the Southern District of New York issued a 107-page opinion dismissing most of the Securities and Exchange Commission’s (SEC) case against SolarWinds...more
On April 12, 2024, the U.S. Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P., in a unanimous opinion authored by Justice Sonia Sotomayor, that “pure omissions” made in required disclosures do not...more
5/1/2024
/ Corporate Issuers ,
Disclosure Requirements ,
False Statements ,
Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
MD&A Statements ,
Misleading Statements ,
Omissions ,
Regulation S-K ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Violations ,
Split of Authority
On April 4, 2024, the Securities and Exchange Commission (SEC) released an order issuing a stay of the newly adopted SEC climate disclosure rules (our guide to the new climate disclosure rules is available here). In issuing...more
On March 21, 2024, the lottery conducted by the Judicial Panel on Multidistrict Litigation selected the U.S. Court of Appeals for the Eighth Circuit as the venue for hearing a case consolidating nine lawsuits against the...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted climate disclosure rules which will require registrants to disclose detailed new climate-related disclosures in annual reports and registration...more
3/25/2024
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Financial Statements ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smaller Reporting Companies
On March 15, 2024, a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit temporarily stayed the recently adopted Securities and Exchange Commission (SEC) climate disclosure rules, blocking their...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted climate disclosure rules which will require registrants to disclose detailed new climate-related disclosures in annual reports and registration...more
As we approach the 2024 proxy season, companies are preparing for the second year of compliance with the pay vs. performance (PvP) disclosure required under Item 402(v) of Regulation S-K. As a reminder, under Item 402(v) of...more
On January 31, 2024, the New York Stock Exchange (NYSE) published its 2024 Listed Company Compliance Guidance Memo. The NYSE Memo contains general guidance with important reminders for all NYSE listed companies, along with a...more
On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the reporting requirements relating to beneficial ownership. As outlined below, the amendments (i) shorten the deadlines to file for...more
1/31/2024
/ Activist ,
Amended Regulation ,
Beneficial Owner ,
Corporate Issuers ,
Filing Deadlines ,
Passive Investments ,
Qualified Institutional Buyers ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Security-Based Swaps ,
Shareholders
As the calendar year flips over to 2024, we want to remind registrants about several new rules that will impact disclosure for the 2023 Form 10-K and 2024 proxy season, update the status of some pending Securities and...more
1/9/2024
/ Clawbacks ,
Cyber Threats ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Foreign Private Issuers ,
Form 10-K ,
Greenhouse Gas Emissions ,
Human Capital ,
Insider Trading ,
Interest Rates ,
Nasdaq ,
Pay-for-Performance ,
Proxy Season ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies. The final rules require...more
8/16/2023
/ Customer Proprietary Network Information (CPNI) ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
FCC ,
Final Rules ,
Foreign Private Issuers ,
Form 8-K ,
Regulation S-K ,
Reporting Requirements ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the disclosure requirements relating to issuers’ repurchases of their equity securities.
As outlined below, the amendments require additional...more
7/24/2023
/ 10b5-1 Plans ,
Closed-End Funds ,
Disclosure Requirements ,
Foreign Private Issuers ,
Regulation S-K ,
Repurchases ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholders ,
Stock Repurchases
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements to address what it viewed as potentially abusive practices associated with Rule 10b5-1 plans,...more
7/24/2023
/ 10b5-1 Plans ,
Cooling-Off Rule ,
Directors ,
Disclosure Requirements ,
Gifts ,
Global Code of Ethics ,
Insider Trading ,
New Amendments ,
Proxy Statements ,
Regulation S-K ,
Repurchases ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases
On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more
6/29/2023
/ Clawbacks ,
Compliance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to implement policies to recover, or claw back, erroneously awarded incentive-based compensation from...more
2/9/2023
/ Board of Directors ,
Clawbacks ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Foreign Private Issuers ,
Incentive Compensation ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Smaller Reporting Companies
On June 2, 2022 the Securities and Exchange Commission (SEC) adopted rule amendments that will require all Forms 144 to be filed electronically on EDGAR, rather than mailing a traditional paper filing or utilizing the option...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted the pay-versus-performance disclosure requirements that had been in the works for years. The SEC originally proposed pay versus performance rules...more
9/8/2022
/ CD&A ,
CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
GAAP ,
Pay Ratio ,
Pay-for-Performance ,
Principal Executive Office (PEO) ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR) ,
XBRL Filing Requirements
The Securities and Exchange Commission (SEC) recently published extensive rules to modernize the private placement framework of the federal securities laws. On March 15, 2021, the Final Rules became effective. The SEC goal...more
The Securities and Exchange Commission (SEC) recently published extensive rules aimed toward modernizing aspects of the private placement framework of the federal securities laws. On January 14, 2021, the Final Rules were...more
On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the “accredited investor” definition in Rule 501 of Regulation D. Below, we summarize the key takeaways from this change, as well as...more
On June 23, 2020, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) further supplemented its previous guidance to assist public companies in navigating the disclosure challenges brought...more
The U.S. Securities & Exchange Commission (SEC) has made numerous statements providing additional guidance relating to the COVID-19 public health crisis, and the governor of Delaware has also clarified some points of state...more
4/20/2020
Recently, the Securities and Exchange Commission (SEC) issued guidance to assist public companies in navigating the challenging times brought on by the coronavirus (COVID-19) pandemic.
Modification to Order Granting 45-Day...more