News & Analysis as of

Form 10-Q Securities and Exchange Commission (SEC)

Fenwick & West LLP

Considerations for Upcoming 10-Q Disclosures

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With the end of the third quarter quickly approaching, companies may want to consider the following for their upcoming Quarterly Reports on Form 10-Q...more

Fenwick & West LLP

The CrowdStrike Ripple Effect: Ongoing Reporting Implications for Public Companies

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Companies impacted by CrowdStrike’s defective software update should consider the following long-term reporting implications...more

BCLP

Selected Recent Developments for Public Companies

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Public companies should take note of several recent developments, including: ..Reversal of the Pegasystems trade secrets lawsuit that nevertheless preserves guidance to take care when describing litigation as “without...more

Cooley LLP

Fix your data tagging!

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In this announcement, the SEC’s Office of Structured Disclosure advises that many of us have been tagging our basic and diluted earnings-per-share data incorrectly. The announcement indicates that this data should be tagged...more

Eversheds Sutherland (US) LLP

Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its...more

Latham & Watkins LLP

SEC Adopts Climate-Related Disclosure Rules

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On March 6,2024, in a 3-2 vote, the US Securities and Exchange Commission adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports....more

BCLP

Divided SEC Adopts New Climate-Related Disclosure Rules

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On March 6, 2024, a divided SEC approved climate-related disclosure rules. The new rules will require disclosure of...more

Woodruff Sawyer

Share Buybacks: Traps for the Unwary

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One notable feature of the stock market in 2024 is the number of public companies announcing share buybacks and the expectation that this trend will continue. While share buybacks are generally well-received by investors,...more

Cooley LLP

It’s back to the future—or is it forward to the past?—on share repurchase disclosure

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On December 19, a Fifth Circuit panel pulled the plug on the SEC’s Share Repurchase Disclosure Modernization rule, issuing an opinion vacating the rule. On Friday last week, Corp Fin announced that, yes, the rule had been...more

Smith Anderson

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

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In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more

Kelley Drye & Warren LLP

Update to SEC Share Repurchase Disclosure Amendments: Fifth Circuit Vacates SEC New Repurchase Rule

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On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (the ​“SEC”) final rule adopting amendments to share repurchase disclosure requirements (US Chamber of...more

Snell & Wilmer

2023 End of Year Plan Sponsor “To Do” List (Part 4) Executive Compensation

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As 2023 comes to an end, we are pleased to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we present our To Do Lists in four separate SW Benefits Updates. Part 1 covered health and welfare plan...more

Orrick, Herrington & Sutcliffe LLP

Israel-Hamas War: SEC Disclosure and Governance Considerations

The Hamas terrorist attacks in Israel on October 7th and the Israel-Hamas War have had devastating impacts and threaten to destabilize the region, creating a number of challenges for a wide range of companies. Public...more

BakerHostetler

SEC Amendments Requiring Enhanced Share Repurchase Disclosure Hang in the Balance After Federal Appeals Court Directs SEC To...

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A federal appeals court has directed the Securities and Exchange Commission (SEC) to rework certain regulatory amendments, adopted in May 2023, requiring public companies to provide enhanced disclosures on repurchases of...more

Bass, Berry & Sims PLC

Fifth Circuit Requires SEC to Revisit Share Repurchase Disclosure Rules

Bass, Berry & Sims PLC on

On October 31, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) issued an opinion finding that the U.S. Securities and Exchange Commission (SEC) violated the Administration Procedure Act when adopting recent...more

BCLP

Fifth Circuit Sends SEC Back to Cost-Benefit Drawing Board to Substantiate Its New Stock Repurchase Disclosure Rules Within 30...

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On October 31, 2023, the Fifth Circuit ruled in Chamber of Commerce v. SEC that the SEC acted arbitrarily and capricious, in violation of the Administrative Procedure Act, when it adopted the new share repurchase disclosure...more

Dorsey & Whitney LLP

Prepare to Comply with SEC’s Share Repurchase Disclosure Rules

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Beginning with quarters ending on or after October 1, 2023, most US-listed issuers will be required to make more extensive disclosures on their share repurchase programs and insider transactions proximate to a program’s...more

Dorsey & Whitney LLP

New SEC Cybersecurity Rules Require Mandatory Disclosure

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On July 26, 2023, the Securities and Exchange Commission adopted new rules imposing disclosure requirements regarding cybersecurity risk management, strategy, governance and incidents. The new rules, which became effective...more

WilmerHale

Recent SEC Enforcement Activity Serves as a Reminder That Rule 12b-25 Requires Substantive Disclosures

WilmerHale on

On August 22, the Securities and Exchange Commission announced settled enforcement actions against five companies for violations of Exchange Act Rule 12b-25, which requires a notification to be filed whenever a company does...more

Cooley LLP

Corp Fin issues some new CDIs on Rule 10b5-1 plans

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On Friday afternoon, Corp Fin issued several new CDIs regarding Rule 10b5-1 plans. As you may recall, in December last year, the SEC adopted new amendments to the rules regarding Rule 10b5-1 plans. These amendments added new...more

Snell & Wilmer

Corporate Communicator - July 2023

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SEC Enhancement of Share Repurchase Disclosure Requirements - On May 3, 2023, the Securities and Exchange Commission (the “SEC”) announced its adoption of amendments to the provisions of Item 703 of Regulation S-K (“Item...more

Wilson Sonsini Goodrich & Rosati

Five Reminders for the Form 10-Q

In this blog post, we highlight five reminders that may be useful for issuers preparing and filing quarterly reports on Form 10-Q in the coming weeks....more

Eversheds Sutherland (US) LLP

SEC adopts rules to expand, modernize share repurchase disclosure

On May 3, 2023, the US Securities and Exchange Commission (the SEC) released final rules requiring enhanced disclosure relating to issuers' repurchases of their securities and executives’ trading thereof (the Repurchase...more

BCLP

Jump Start on Disclosure Changes and Updates for Q2 2023 SEC Filings

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As we near June 30, 2023, companies are advised to get a jump start on disclosure changes and possible updates to upcoming Form 10-Qs (or Form 10-Ks in the case of non-calendar year companies). The SEC recently updated the...more

Dinsmore & Shohl LLP

Regula Interruptus – Share Repurchase Disclosure Rule Delayed?

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The SEC has published its final rule for the modernization of share repurchase disclosures. The final rule will require additional details of an issuer’s share repurchase activity. Unlike the previous requirements for share...more

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