Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
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
Companies impacted by CrowdStrike’s defective software update should consider the following long-term reporting implications...more
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
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
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
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
On March 6, 2024, a divided SEC approved climate-related disclosure rules. The new rules will require disclosure of...more
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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