In a unanimous decision, the US Supreme Court held that pure omissions are not actionable under Rule 10b-5(b) under the Securities Exchange Act of 1934. Rather, the Court found that Rule 10b–5(b) prohibits half-truths, not...more
4/23/2024
/ Anti-Fraud Provisions ,
Disclosure Requirements ,
Filing Requirements ,
Item 303 ,
Omissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Violations
The US Securities and Exchange Commission’s recently adopted rules governing climate-related disclosures, although significantly pared back from the rules proposed two years ago, represent a major change to the existing...more
On October 10, 2023, the Securities and Exchange Commission (the Commission) adopted amendments to modernize the rules governing beneficial ownership reporting. The amendments shorten the deadline for initial and amended...more
The US Securities and Exchange Commission has adopted a package of amendments, originally proposed in late 2021, to the disclosure requirements for corporate issuers’ share repurchases. The SEC stated that the new rules are...more
As we have noted previously, the U.S. Securities and Exchange Commission’s recently proposed rules governing climate-related disclosures, if adopted as proposed, would represent a sea change to the existing public-company...more
Among the many changes set forth in the U.S. Securities and Exchange Commission’s proposed rules governing climate-related disclosures are the attestation requirements1 covering registrants’ greenhouse gas (GHG) emissions...more
4/13/2022
/ Attestation Requirements ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
Task Force on Climate-related Financial Disclosures (TCFD)
The SEC’s proposed rule on climate-related risks includes amendments to both the financial reporting requirements (Reg S-X) and the narrative disclosure requirements (Reg S-K). The proposal interlinks the new requirements,...more
The U.S. Securities and Exchange Commission’s recently proposed rules governing climate-related disclosures, if adopted as proposed, would represent a sea change to the existing public-company disclosure regime...more
In its latest move to press for stronger regulation of executive compensation, on November 29, 2021, the U.S. Securities and Exchange Commission announced staff accounting guidance on share-based executive compensation awards...more
The U.S. Securities and Exchange Commission has approved a Nasdaq proposal regarding new listing rules on board diversity, as described in a previous Client Alert, which can be found here. The new rules will require most...more
Since announcing the creation of its Climate and ESG Task Force on March 4, 2021, the Securities and Exchange Commission has continued to emphasize that environmental, social and governance (ESG) issues will take center stage...more
There can be no doubt 2021 is already shaping up to be a watershed year, including on the SEC enforcement and securities litigation fronts. Pressure from all directions has been coalescing to drive change in the way...more
2/12/2021
/ Biden Administration ,
Carbon Emissions ,
Climate Change ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Net Zero ,
Paris Agreement ,
Securities and Exchange Commission (SEC) ,
Securities Litigation
On December 1, 2020, the NASDAQ Stock Market LLC filed with the Securities and Exchange Commission a proposal to adopt rules that would require Nasdaq-listed companies, subject to certain exceptions, to (1) have at least two...more
On September 11, 2020, the Securities and Exchange Commission announced that it has adopted final rules to update and expand the statistical disclosures that bank and savings and loan registrants provide to investors, in its...more
On May 21, 2020, the Securities and Exchange Commission adopted amendments to the rules that govern the financial disclosures registrants must make upon the acquisition or disposition of certain businesses. The Commission...more
Texas community bank holding companies may want to reconsider plans for upcoming annual shareholder meetings in light of health, transportation and other logistical issues raised by the spread of coronavirus disease 2019...more
As reporting companies advance in preparations of their 2019 annual report and 2020 proxy statement, this update includes a recap of some of the more significant disclosure rules adopted and other announcements published by...more
1/14/2020
/ Annual Reports ,
Corporate Governance ,
Disclosure Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
MD&A Statements ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Regulation S-K ,
Reporting Requirements ,
Rule 14a-8 ,
Shareholder Proposals
On September 17, 2019, the Securities and Exchange Commission (the “SEC”) proposed rules that would update the statistical disclosures provided by banking registrants in response to Industry Guide 3, Statistical Disclosure by...more
In March 2019, the Securities and Exchange Commission adopted final rules amending Regulation S-K and related rules and forms to modernize and simplify disclosure requirements for registrants. These amendments follow from the...more
7/30/2019
/ Amended Regulation ,
EDGAR ,
Electronic Filing ,
Filing Requirements ,
Final Rules ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-T ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
The Securities and Exchange Commission has adopted final rules amending Regulation S-K and certain other rules and forms to modernize and simplify disclosure requirements. Among other matters, the amendments reduce and...more
In a cease-and-desist order dated December 26, 2018, the Securities and Exchange Commission enforced rules regarding the disclosure of non-GAAP financial measures, resulting in a $100,000 penalty to the violating issuer. With...more
The Securities and Exchange Commission recently approved final rules to require disclosure of hedging practices, implementing a Dodd-Frank Act mandate. New Item 407(i) of Regulation S-K requires a company to describe in its...more
On November 1, 2017, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission published in Staff Legal Bulletin No. 14I guidance relating to the excludability of certain shareholder proposals...more
11/10/2017
/ Board of Directors ,
Corporate Governance ,
New Guidance ,
No-Action Relief ,
Ordinary Business Exception ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
On September 21, 2017, the Securities and Exchange Commission announced that it approved interpretive guidance to assist registrants in their efforts to comply with the pay ratio disclosure requirement in Item 402(u) of...more
Saudi Aramco’s planned IPO has put the region’s companies in sharp focus for global investors. As GCC nations continue to experience shifts in economic activity, including less government spending, more companies (both state...more
9/15/2017
/ Board of Directors ,
Corporate Governance ,
Financial Statements ,
Foreign Investment ,
Foreign Private Issuers ,
GAAP ,
Global Market ,
Initial Public Offering (IPO) ,
Listing Rules ,
NYSE ,
Publicly-Traded Companies ,
Quorum ,
Saudi Arabia ,
Shareholder Votes