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SEC Upcoming Rule Making Agenda Recently Released - Activity Largely Paused Until After the Election

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

Are Your Equity Grant Practices Ready for SEC Disclosure and Accounting Requirements?

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

Don’t Pull the Trigger on That Stock Trade Just Yet! Questions Counsel Should Ask Insiders Before They Trade; Topics to Cover When...

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

Employment Agreements in The SEC’s Cross-Hairs: What Employers Should Do Now

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

Latest SEC Guidance on Rule 10b5-1 Amendments

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

Crisis Averted: Second Circuit Rejects Effort to Recast Secured Loans as Securities

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

Divided SEC Adopts Controversial Cybersecurity Disclosure Requirements

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

SEC Schedules Vote on Proposed Cybersecurity Disclosure Rules; Enforcement Director Speaks on Cyber Resiliency

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

Keep Track of Perquisites and Related Person Transactions: Recent Sec Enforcement Actions

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

Criminal indictment of Executive Chairman and parallel civil charges show Feds' willingness to challenge Rule 10b5-1 trading plans

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

Guidance from the SEC for new Pay versus Performance tables

What happened - The SEC staff recently issued 15 interpretations (see Sections 128D and 228D) relating to its new Pay versus Performance (PvP) rules....more

Consider Updates to D&O Questionnaire as Pressure Mounts for Voluntary Racial, Ethnic and Gender Diversity Disclosures

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

Registered U.S. Securities Offerings in the COVID-19 Pandemic

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

Securities and Corporate Governance Update – March 2019

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

SEC Adopts Amendments to Simplify and Update Disclosure Requirements

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

Securities and Corporate Governance Update – May 2018

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

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