News & Analysis as of

Disclosure Requirements Securities Act of 1933 Publicly-Traded Companies

WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on

On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more

Lowenstein Sandler LLP

SEC Charges Public Company with AI Washing

On January 14, 2025, the U.S. Securities and Exchange Commission (SEC) charged Presto Automation Inc. (Presto) with violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 for misleading artificial...more

Foley & Lardner LLP

SEC Actions in Review: What Officers and Directors Should Know for 2025

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As the regulatory landscape continues to evolve, public company officers and directors must stay abreast of the enforcement priorities and expectations of the Securities and Exchange Commission (SEC). Over the past year, the...more

Morrison & Foerster LLP

SEC Caps 2024 with Another Cyber Enforcement Action

The SEC continues to leave its mark as a federal cybersecurity enforcer and closed out the year by charging another company with making misleading statements about a cybersecurity attack and failing to maintain cyber-related...more

DarrowEverett LLP

SEC’s New Rules Give SPACs, Target Companies Much to Consider

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On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for...more

Proskauer - Regulatory & Compliance

SEC Adopts New SPAC Rules

On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: January 1, 2024

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more

Lowenstein Sandler LLP

The SEC Cybersecurity Rules Are Now Effective: What You Need to Know and Do Now

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The Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies (the “Cybersecurity Rules”), which the Securities and Exchange Commission (SEC) had adopted earlier this year,...more

White & Case LLP

The SEC’s Charges Against SolarWinds and its Chief Information Security Officer Provide Important Cybersecurity Lessons for Public...

White & Case LLP on

On October 30, 2023, the US Securities and Exchange Commission ("SEC") announced that it filed charges against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer ("CISO") in connection...more

Keating Muething & Klekamp PLL

SEC Charges Public Company for Misleading Non-GAAP Disclosures

On March 14, 2023, DXC Technology Company (“DXC”) settled with the Securities and Exchange Commission (“SEC”) for $8 million regarding alleged misleading disclosures in DXC’s public filings. The SEC claimed DXC made...more

Baker Donelson

FAQ: The SEC's Proposed Rule on the Enhancement and Standardization of Climate Related-Disclosures

Baker Donelson on

On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) released its much-anticipated proposed rule titled "The Enhancement and Standardization of Climate-Related Disclosures for Investors." The proposed enhanced...more

A&O Shearman

Northern District Of California Grants Motion To Dismiss With Prejudice Securities Act Claims Against Technology Company, Holding...

A&O Shearman on

On December 14, 2021, Judge Beth Labson Freeman of the Northern District of California granted a motion to dismiss claims brought under Sections 11 and 15 of the Securities Act of 1933 (“the Securities Act”) against a...more

BCLP

The SEC Experiments: Proposed Amendments to Include Certain Gig Workers in Compensatory Offerings under Rule 701 and Form S-8

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The SEC recently voted to approve proposed amendments to Rule 701 and Form S-8 governing the offer or sale of securities to employees through compensation programs. The proposed amendments provide for a temporary, five-year...more

Fenwick & West LLP

SEC Proposed Amendments to Rule 701 and Form S-8 and a New Temporary…

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The U.S. Securities and Exchange Commission has issued Release No. 33-10891 proposing amendments to Securities Act Rule 701, which provides an exemption from registration for the issuance of compensatory securities by private...more

Proskauer - Tax Talks

SEC Continues to Scrutinize Disclosure of Perks and Personal Benefits

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Over the past few months, the Securities and Exchange Commission (the “SEC”) has imposed civil penalties in the hundreds of thousands of dollars against multiple publicly traded corporations in connection with their failure...more

Hogan Lovells

Principles matter: SEC amends disclosure rules for business, legal proceedings, and risk factors

Hogan Lovells on

On August 26 the SEC adopted far-reaching amendments to Regulation S-K items that govern disclosures on business, legal proceedings, and risk factors in filings under the Securities Act of 1933 and the Securities Exchange Act...more

Goodwin

SEC Adopts Third Round of Disclosure Modernization

Goodwin on

The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more

Lowenstein Sandler LLP

COVID-19: Considerations in Stock Option Repricing

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In the past weeks, many companies, both public and private, have seen their stock prices and values decline because of the economic disruption caused by COVID-19.  As a result, outstanding stock options may no longer provide...more

Morrison & Foerster LLP

U.S. SEC Staff Issues Guidance Regarding On-Going Exchange Act Reporting And Registered Securities Offerings In Light Of COVID-19

On May 4, 2020, the U.S. SEC’s Division of Corporation Finance (the “Staff”) published four “FAQs” relating to the application of the Commission’s March 25, 2020 Order (the “COVID-19 Order”) providing extended deadlines for...more

Latham & Watkins LLP

FAQs: SEC Filing Deadline Relief for COVID-19

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On March 25, 2020, the Securities and Exchange Commission (SEC) issued an order (the March 25 Order) that extended its prior order granting relief from SEC key filing deadlines. The March 25 Order now covers filings due on...more

Baker Donelson

Silence is Not Always Golden: Recent Pharmaceutical Company Settlement with SEC Illustrates Various Risks Related to Disclosure...

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Overview - Publicly-traded companies that operate in highly regulated industries, such as in the health care sphere, often face difficult decisions about what information (if any) they should disclose to investors and...more

A&O Shearman

Fifth Circuit Affirms Dismissal Of Putative Class Action, Holding That Grant Of Employee Stock Option Did Not Constitute A Sale,...

A&O Shearman on

On May 24, 2019, the United States Court of Appeals for the Fifth Circuit affirmed in a unanimous decision the dismissal of a putative securities class action against a major financial services company and several of its...more

Dorsey & Whitney LLP

Summary of SEC’s FAST Act Amendments and Additional Guidance on Confidential Treatment Requests

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The Securities and Exchange Commission finalized amendments to its regulations to modernize and simplify disclosure requirements for public companies, investment advisors and investment companies, consistent with the...more

Eversheds Sutherland (US) LLP

Not so FAST – SEC passes rules to implement FAST Act provisions

On March 20, 2019, the SEC adopted rules (the Rules) to implement certain provisions of the FAST Act. The omnibus highway bill called “Fixing America’s Surface Transportation Act” or the “FAST Act,” was signed into law in...more

BCLP

Cybersecurity Disclosures

BCLP on

In October of 2011, the U.S. Securities and Exchange Commission (“SEC”) issued guidance regarding a public company’s obligations to disclose cybersecurity risks and cyber incidents (the “Cybersecurity Disclosure Guidance”)....more

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