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Filing Requirements Securities and Exchange Commission (SEC) Publicly-Traded Companies

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The SEC’s cybersecurity and disclosure rules: The questions compliance pros still have

The U.S. Securities and Exchange Commission (SEC) Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure rules officially went into effect in December 2023. Aimed at improving cybersecurity risk...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets - 2025 SEC Filing Deadlines and Financial Statement Staleness Dates

Our guide to 2025 SEC filing deadlines and financial statement staleness dates is now available. Public companies should factor in these key reporting deadlines, disclosure obligations and SEC holidays as they plan for the...more

White & Case LLP

Section 13 and 16 Developments: Lessons Learned from Recent SEC Enforcement Actions

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Over the past year, the U.S. Securities and Exchange Commission (“SEC”) has intensified its focus on beneficial ownership reporting under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934 (“Exchange...more

Cooley LLP

SEC Adopts EDGAR Next: What’s New About Next, and What Should SEC Registrants Do Now to Comply?

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The Securities and Exchange Commission (SEC) adopted final rules and form amendments intended to improve access to and management of accounts on its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system that are...more

Perkins Coie

SEC Sweep of Late Beneficial Ownership Filings

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In late September, the SEC announced a sweep of settled charges for late beneficial ownership and insider transaction filings, including over $3.8 million in penalties against individuals and companies. This sweep was similar...more

BCLP

SEC Penalizes Late Filings in Broad Enforcement Sweep Using Data Analytics

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Last week, the SEC announced settled charges against 23 companies and individuals for failing to timely file Section 16 reports on Forms 3, 4 or 5. Additionally, two public companies were charged for contributing to late...more

Fenwick & West LLP

SEC Enforcement Sweep for Late Sections 13 and 16 Reports

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On September 25, the Securities and Exchange Commission (SEC) announced that it had charged 23 entities and individuals for failure to timely file Schedules 13D and 13G reports and Forms 3, 4, and 5. The SEC also charged two...more

Bass, Berry & Sims PLC

The Time is Here: Public Companies Should be Mindful of the Upcoming Insider Trading Policy Form 10-K Exhibit Filing Requirement

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In connection with the upcoming Form 10-K/proxy season, public companies with a fiscal year ending on December 31 will be required, for the first time, to publicly file their insider trading policies as exhibits to their...more

Perkins Coie

Updating Your Description of Securities Exhibit

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As summer turns into fall and in-house lawyers start thinking ahead to the upcoming 10-K filing season, we’re often asked to review and update the description of securities exhibit(s) required to be filed with Form 10-K by...more

Skadden, Arps, Slate, Meagher & Flom LLP

Conflict Minerals Disclosures Due May 31, 2024

Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2024. The conflict minerals disclosure rules and related guidance have remained at...more

Bracewell LLP

US Supreme Court Holds That Pure Omissions Are Not Actionable Under Federal Anti-Fraud Rule

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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

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Annual Meeting Filing and Disclosure Requirements

When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below: - SEC Proxy Filing Requirements - Proxy Statement Disclosures...more

Skadden, Arps, Slate, Meagher & Flom LLP

Guide to Maintaining the Confidentiality of Commercially Sensitive Information in Agreements Filed With the SEC – 2024 Update

Editor’s note: This is an updated version of our January 12, 2023, client alert. This update covers new staff SEC guidance addressing the options companies have when existing confidential treatment orders approach expiration....more

Skadden, Arps, Slate, Meagher & Flom LLP

Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission...more

Cornerstone Research

SEC Enforcement Activity: Public Companies and Subsidiaries—FY 2023 Executive Summary

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SEC enforcement actions against public companies and subsidiaries rose again in FY 2023, with 91 new actions filed, the third highest of any fiscal year in SEED. Although filings increased, total monetary settlements fell to...more

Latham & Watkins LLP

Desktop Reference: Form 8-K Filing Events

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Latham & Watkins has created the Form 8-K Desktop Reference Guide for 2024....more

Wilson Sonsini Goodrich & Rosati

SEC Filing Deadline Calendars for 2024

Our U.S. Securities and Exchange Commission (SEC) filing deadline calendars for 2024 have been posted on our Resources page. These calendars reflect annual and quarterly filing deadlines for large accelerated filers,...more

Cornerstone Research

SEC Enforcement Actions Against Public Companies and Subsidiaries Jump in FY 2023

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Total monetary value of settlements fell to lowest level in last eight fiscal years. The U.S. Securities and Exchange Commission (SEC) filed 91 enforcement actions against public companies and subsidiaries in fiscal year...more

Jenner & Block

Client Alert: SEC Amends Schedules 13D and 13G Beneficial Ownership Reporting Rules and Filing Requirements

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On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rule amendments (the “Final Rules”) that implement various changes to the reporting and filing requirements under Regulation 13D-G...more

Sullivan & Worcester

SEC Amends Deadlines and Other Rules for Reporting Beneficial Ownership on Schedules 13D and 13G

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The Securities and Exchange Commission has amended the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). Sections 13(d) and 13(g) of the...more

Foley Hoag LLP - Public Companies & the Law

SEC Launches Enforcement Sweep for Violations of Section 13(d) and Section 16

On September 27, 2023, the SEC announced a series of enforcement actions against six officers, directors and major stockholders of public companies, as well as five companies, for repeated failures to report information...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Division of Corporation Finance Publishes Guidance for Registrants as Government Shutdown Looms

On September 27, 2023, facing the prospect of a lapse of appropriations, the staff of the Securities and Exchange Commission’s Division of Corporation Finance published a summary of the anticipated impact on its operations of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets - 2024 SEC Filing Deadlines and Financial Statement Staleness Dates

Our 2024 annual guide to SEC filing deadlines and financial statement staleness dates has been released. Public companies should keep in mind key reporting deadlines, disclosure obligations and SEC holidays as they plan for...more

Fenwick & West LLP

California’s Proposed Bills Require Companies to Report on Climate Emissions and Risks

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While all eyes are on proposed federal and European climate disclosure rules, the California legislature passed two climate-related bills that overlap somewhat with the Securities and Exchange Commission (SEC)’s proposed...more

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