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
The U.S. Supreme Court has scheduled argument for November 6, 2024 in an important case involving risk-factor disclosures of public companies. At issue is whether a company’s risk disclosures can be treated as false or...more
Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more
Item 703 of Regulation S-K requires, among other things, tabular disclosure of any purchase made by an issuer of shares that are registered under Section 12 of the Exchange Act. In our regular review of 10-K and 10-Q Item 703...more
The concept of insider trading under the federal securities laws has evolved over the years, at times in unexpected ways. Current insider trading standards have developed through case law and administrative actions applying...more
Companies’ accelerating reliance on artificial intelligence (AI) means heightened Securities and Exchange Commission (SEC) and shareholder plaintiff scrutiny. Our Securities Litigation Group underscores what companies need to...more
What happened - A public company and its CEO lost motions to dismiss securities fraud claims based on: ..Statements in 10-Qs and 10-Ks that a competitor’s trade secrets lawsuit was “without merit” ..Assurances in...more
Securities and Exchange Commission rulemaking continued at a brisk pace in the first quarter of 2023 as the Commission implemented several significant reporting and compliance regulations adopted in 2022. Final rules and...more
Yesterday's post concerned the California Court of Appeal's holding that statements made in a Form 10-K were "protected activity" under California's Anti-SLAPP statute because they were made "in connection with an issue under...more
Under California's Anti-SLAPP law, a defendant may bring a special motion to strike any cause of action "arising from any act of that person in furtherance of the person's right of petition or free speech under the United...more
Now is the time of year when securities lawyers thoughts turn to Form 10-K compliance. In reviewing recently filed Form 10-Ks, I have noted a lack of consistency in the captions used for Part III, Item 14 and Part IV, Item...more
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more
On August 24, 2016, the Southern District of New York denied Defendants’ motion to dismiss a Dodd-Frank whistleblower retaliation claim brought by its former co-CEO and Executive Chairman of its Board of Directors, finding...more