What is non-GAAP?
Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more
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On March 6, 2024, two years after the issuance of a proposing release and following more than 24,000 comment letters and 4,500 unique letters submitted in response, by a vote of 3-2, the U.S. Securities and Exchange...more
Public companies are now required to comply with new cybersecurity disclosure requirements in their Annual Reports on Form 10-K for fiscal years ending on or after December 15, 2023. In preparing this cybersecurity...more
The U.S. Securities Exchange Commission (SEC) recently adopted a final rule regarding cybersecurity risk management, governance, and incident reporting. The final rule went into effect on September 5, 2023, and disclosure...more
As annual reporting season begins, it is important to take a fresh look at the company’s governance and incident response processes and develop risk-informed and compliant disclosures. While many companies are understandably...more
On December 14, 2023, Erik Gerding, Director, Division of Corporation Finance at the Securities and Exchange Commission (“SEC”) gave a speech on the SEC’s final rules (the “Final Rule(s)”) regarding cybersecurity risk...more
Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
On December 18, 2023, the US Securities and Exchange Commission’s (SEC) new rules enhancing and standardizing disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by companies who...more
The SEC adopted new rules for public companies regarding disclosure of information relating to cybersecurity risk management, strategy, governance, and material incidents. Companies will now be required to disclose...more
On July 26, the Securities and Exchange Commission (SEC) adopted new cybersecurity rules. Organizations will need to disclose material cyber incidents pursuant to a prescribed timeline and information regarding risk...more
The Securities and Exchange Commission (the “SEC”) issued a final rule on July 26, 2023 that will require public companies to disclose material cybersecurity incidents on Form 8-K within four business days of discovery. In...more
On July 26, 2023, the Securities and Exchange Commission ("SEC"), in a 3-2 vote, adopted rules that will require public companies to make prescribed cybersecurity disclosures.1 The rules are designed to elicit "consistent,...more
While new forms of artificial intelligence and machine-learning systems, or AI, have garnered headlines in the mainstream press, many companies are evaluating its use in their businesses. Perhaps to a greater extent than with...more
Several recent developments with the U.S. Securities and Exchange Commission (“SEC”) come into effect this year, including the new pay-versus-performance proxy disclosure as well as new Rule 10b5-1 rules and related...more
New cybersecurity rules from the U.S. Securities and Exchange Commission (“SEC”) set to go into effect this spring will expand reporting requirements for publicly listed companies. The changes are designed to increase...more
The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments and updated disclosure requirements that are to be included in a reporting company’s annual report on Form 10-K or 20-F. The SEC has also proposed...more
Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories: 1. Six Housekeeping Considerations:...more
On March 9, 2022, the Securities and Exchange Commission (the SEC) proposed amendments to certain rules regarding cybersecurity disclosure in order to standardize and to enhance disclosures made by public companies that are...more
In In re Alphabet Securities Litigation, the State of Rhode Island, as lead plaintiff, filed a Rule 10b-5 action against Google LLC, its holding company Alphabet, Inc., and certain executives, alleging that the defendants...more
The SolarWinds cyber-attack was devastating in scope and impact. If any lesson can be learned from this event, the SolarWinds case presents all the pitfalls, enforcement and reputational damage, rolled into one tragic series...more
The massive data breach of the United States Commerce and Treasury Departments that has roiled the federal government has resulted in federal securities litigation. On January 4, 2021, Plaintiff-Shareholder Timothy Bremer...more
On December 19, 2019, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission (SEC) released guidance on two topics: (1) intellectual property (IP) and technology risks associated with...more
In light of the increased spotlight on environmental, social and governance (“ESG”) disclosures, White & Case’s Public Company Advisory Group conducted a survey of environmental and social (“E&S”) disclosures in the...more
For many companies, closing out 2018 means it is time to prepare an annual report and shift attention to the upcoming proxy season. This is an opportune time to take a look back at rulemaking, interpretive guidance and...more