The SEC recently released its Spring 2024 Reg. Flex Agenda, which is a list of upcoming SEC rule making activities, including both rule proposals and adoption of final rules....more
New SEC disclosure requirements take effect soon. Together with recent accounting guidance, it’s timely for companies to review their equity grant practices and any vulnerabilities to criticism for “spring-loading” or...more
One of the routine duties of counsel for a public company is advising officers and directors on their trades in company stock and their SEC responsibilities when they leave. Because those discussions are routine, it may be...more
5/22/2024
/ 10b5-1 Plans ,
Blackout Rules ,
Board of Directors ,
Compliance ,
Corporate Governance ,
Corporate Officers ,
Employee Retirement Income Security Act (ERISA) ,
Filing Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Risk Management ,
Rule 144 ,
Securities Regulation
Over the past several months, the U.S. Securities and Exchange Commission (“SEC”) has concluded several aggressive enforcement actions related to supposed violations of Rule 21F-17 under the Securities Exchange Act of 1934,...more
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more
10/3/2023
/ Annual Reports ,
Artificial Intelligence ,
CDIs ,
Clawbacks ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Financial Restatements ,
GAAP ,
Insider Trading ,
Non-GAAP Financial Measures ,
Performance Incentives ,
Proxy Season ,
Publicly-Traded Companies ,
Related Parties ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Ukraine ,
XBRL Filing Requirements
As discussed in our December 15, 2022 post, significant amendments to Rule 10b5-1 plan requirements took effect earlier this year. With the Justice Department announcing its first criminal prosecution challenging a Rule...more
8/31/2023
/ 10b5-1 Plans ,
401k ,
Amended Rules ,
CDIs ,
Corporate Issuers ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Insider Trading ,
Plan Administrators ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Violations
On August 24, 2023, the Second Circuit prevented turmoil in the commercial lending market, ruling in Kirschner v. JP Morgan Chase Bank, N.A. (JPM), et al. that syndicated secured term loan notes were not securities for...more
A divided SEC on July 26, 2023 approved new requirements for reporting of material cybersecurity incidents in real-time current reports on Form 8-K or 6-K and disclosure of cybersecurity risk management, strategy and...more
7/28/2023
/ Annual Reports ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has scheduled a public meeting for July 26, 2023 to, among other things, “consider whether to adopt rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and...more
Over the past few years, the SEC has renewed its focus on public company failures to disclose perquisites and related person transactions. As discussed under “Deeper Dive” below, most of the cases involve companies that...more
The Justice Department recently indicted the Executive Chairman of Ontrak, Inc. alleging that he failed the “clean hands” requirement because he had been aware of material nonpublic information relating to the potential loss...more
3/6/2023
/ Corporate Counsel ,
Corporate Executives ,
Criminal Convictions ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Disgorgement ,
Indictments ,
Insider Trading ,
Material Nonpublic Information ,
Permanent Injunctions ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Violations ,
Unclean Hands
What happened -
The SEC staff recently issued 15 interpretations (see Sections 128D and 228D) relating to its new Pay versus Performance (PvP) rules....more
As the pandemic and racial unrest continue in 2020, companies should consider whether to update their D&O questionnaires to gather information in response to the growing pressure for voluntary diversity disclosures from...more
Despite the ongoing COVID-19 pandemic, companies continue to access the capital markets. In fact, liquidity concerns have put even greater emphasis on securities offerings for some companies....more
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders.
In this edition, we review:
...SEC Changes Approach to Shareholder Proposal No-Action Requests
...SEC Issues...more
10/24/2019
/ Breach of Contract ,
Cease and Desist Orders ,
Clean Water Act ,
Contract Terms ,
Corporate Governance ,
Default ,
Enforcement Actions ,
Environmental Violations ,
Federal Loans ,
Food and Drug Administration (FDA) ,
Institutional Shareholder Services (ISS) ,
Interpretive Letters ,
Investment Adviser ,
Libor ,
Material Nonpublic Information ,
MD&A Statements ,
Misrepresentation ,
New Guidance ,
No-Action Requests ,
Pharmaceutical Industry ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. ...more
7/3/2019
/ Accelerated Filers ,
Audits ,
Comment Period ,
Constitutional Challenges ,
Contempt ,
Corporate Governance ,
Elon Musk ,
Enforcement Actions ,
Financial Reporting ,
Insider Trading ,
Internal Controls ,
Proposed Amendments ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Social Networks ,
State Constitutions ,
Tesla ,
Unclaimed Property
SEC Penalizes Company for Non-Compliance with Equal or Greater Prominence Requirement in Earnings Releases -
In late December, the SEC settled its first “equal or greater prominence” enforcement action under its non-GAAP...more
3/11/2019
/ #MeToo ,
Board of Directors ,
CD&A ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
EBITDA ,
Equal Employment Opportunity Commission (EEOC) ,
Equity Compensation ,
GAAP ,
Gender Equity ,
Hedging ,
Institutional Shareholder Services (ISS) ,
PCAOB ,
Proxy Season ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders.
In this edition we review... ...more
8/28/2018
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Equity Compensation ,
Executive Compensation ,
Insider Trading ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Share Buybacks ,
Smaller Reporting Companies
On August 17, 2018, the SEC adopted amendments to eliminate or modify certain disclosure requirements that have become redundant, overlapping, outdated or superseded in light of other SEC rules, GAAP or changes in the...more
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. You are welcome to contact us to discuss any of the topics....more
5/29/2018
/ Corporate Governance ,
Cybersecurity ,
EDGAR ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulation FD ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Planning for the 2018 Proxy Season -
There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...more
11/22/2017
/ Annual Reports ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Financial CHOICE Act ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Earned Income ,
Insider Trading ,
Internal Reporting ,
Pay Ratio ,
Proxy Access ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulation S-K ,
Rule 14a-8 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
US v Salman ,
Whistleblower Awards