News & Analysis as of

Form 10-Q Securities Exchange Act

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

BCLP

Divided SEC Adopts New Climate-Related Disclosure Rules

BCLP on

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

Vinson & Elkins LLP

Finding Safe Harbor: New Share Repurchase Reporting Requirements Allow SEC to Better Monitor Rule 10b-18

Vinson & Elkins LLP on

The Securities and Exchange Commission (“SEC”) will soon have the tools necessary to enforce its longstanding rules regarding share repurchases. On May 3, 2023, the SEC adopted new rules to “modernize” its repurchase...more

Morrison & Foerster LLP

U.S. SEC Adopts Share Repurchase Disclosure Rules

On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more

Ballard Spahr LLP

SEC Adopts Amendments Regarding Share Repurchase Disclosure Modernization

Ballard Spahr LLP on

Summary - On May 3, 2022, the Securities and Exchange Commission (SEC) adopted final rules to modernize disclosure requirements relating to the repurchase by issuers of equity securities that are registered under the...more

McGuireWoods LLP

SEC Adopts Amendments to Modernize Share Repurchase Disclosure

McGuireWoods LLP on

On May 3, 2023, the U.S. Securities and Exchange Commission (SEC), by a vote of 3-2, adopted amendments to modernize the disclosure requirements relating to issuers’ repurchases of their equity securities that are registered...more

WilmerHale

SEC Adopts Amendments to Issuer Repurchase Disclosure

WilmerHale on

On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more

Manatt, Phelps & Phillips, LLP

SEC Investigates Possible Brokerage Activities Linked to Token Listings

Following the recent filing of the SEC’s insider trading complaint against a former manager of Coinbase Global, Inc. (“Coinbase”), the SEC is now investigating Coinbase. As stated in Coinbase’s Form 10-Q quarterly report...more

Eversheds Sutherland (US) LLP

XBRL reporting rules for BDCs come into effect as SEC adopts new electronic filing requirements

On August 1, 2022, the SEC’s structured data reporting rules governing business development companies will become effective. These rules, which were originally adopted in April 2020, require BDCs to tag certain submissions...more

Alston & Bird

SEC Proposes Sweeping New Cybersecurity Disclosure Rules for Public Companies

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Our Securities, Securities Litigation, and Privacy, Cyber & Data Strategy teams highlight the key aspects of the Securities and Exchange Commission’s latest sweeping changes to its cybersecurity reporting rules for public...more

WilmerHale

SEC Proposes Rules to Modernize Share Repurchase Disclosures

WilmerHale on

On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more

Womble Bond Dickinson

Dollars and Sense: How to Integrate ESG into Compensation Programs

Womble Bond Dickinson on

On June 16, 2021, the U.S. House of Representatives passed H.R. 1187 (the “Corporate Governance Improvement and Investor Protection Act”), which would require the Securities and Exchange Commission (“SEC”) to establish rules...more

Proskauer - Corporate Defense and Disputes

SolarWinds Government Data Breach Leads to Securities Action

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

WilmerHale

Coronavirus (COVID-19): SEC Offers Conditional Relief

WilmerHale on

Yesterday, the Securities and Exchange Commission issued an Order granting conditional regulatory relief from certain filing obligations under the Securities Exchange Act of 1934 for companies facing challenges in meeting...more

A&O Shearman

District Of Massachusetts Dismisses Exchange Act Claims For Failure To Adequately Allege A Material Misleading Statement Or...

A&O Shearman on

On November 13, 2019, Judge Leo T. Sorokin of the United States District Court for the District of Massachusetts dismissed a putative securities class action involving claims brought under Sections 10(b) and 20(a) of the...more

Stinson - Corporate & Securities Law Blog

SEC Proposes to Modify Filer Definitions and Obligations under SOX 404(b)

Current SEC reporting requirements establish three different filer statuses that categorizes issuers subject to Exchange Act reporting requirements as non-accelerated, accelerated, and large accelerated filers....more

McDermott Will & Emery

SEC Adopts Modernization and Simplification of Regulation S-K

McDermott Will & Emery on

On March 20, 2019, the SEC adopted amendments to existing rules that, among other provisions, permit the omission of certain confidential information from material contracts without separately requesting confidential...more

Dorsey & Whitney LLP

Summary of SEC’s FAST Act Amendments and Additional Guidance on Confidential Treatment Requests

Dorsey & Whitney LLP on

The Securities and Exchange Commission finalized amendments to its regulations to modernize and simplify disclosure requirements for public companies, investment advisors and investment companies, consistent with the...more

Akin Gump Strauss Hauer & Feld LLP

SEC Rules Updated to Modernize and Simplify Disclosures: Act FAST to update upcoming Form 8-Ks, 10-Qs and 10-Ks

Recently, the Securities and Exchange Commission (SEC) adopted amendments (the Amendments) to modernize and simplify disclosure requirements in Regulation S-K (and related rules and forms). Consistent with the SEC’s mandate...more

Dorsey & Whitney LLP

SEC Requests Comments on Earnings Releases and Quarterly Reporting

Dorsey & Whitney LLP on

The SEC issued a request for comment on the nature and timing of disclosures that reporting companies must provide in quarterly reports on Form 10-Q, including when the requirements overlap with earnings releases furnished on...more

Bass, Berry & Sims PLC

FAQs on the SEC’s New Disclosure Simplification Rules

Bass, Berry & Sims PLC on

We previously blogged about the recent SEC disclosure simplification rules. As the rules have now been published in the Federal Register and are set to go effective on November 5, 2018, set forth below are some FAQs on the...more

Bass, Berry & Sims PLC

New SEC Cover Pages Take Effect September 17

Bass, Berry & Sims PLC on

We have previously blogged about recent SEC rule changes to the definition of “smaller reporting company” (SRC) and XBRL. Our readers should know that a byproduct of these new rules include certain tweaks to the cover pages...more

A&O Shearman

SEC Issues $35 Million Fine For Alleged Failure To Disclose Data Breach

A&O Shearman on

On April 24, 2018, the United States Securities and Exchange Commission (“SEC”) instituted a settled administrative proceeding against Altaba Inc., f/d/b/a Yahoo! Inc. (“Yahoo!”) for allegedly failing to disclose a...more

A&O Shearman

Third Circuit Affirms Dismissal Of Putative Securities Class Action, Finds No Duty To Disclose An Event Named In A Risk Disclosure...

A&O Shearman on

On August 23, 2017, the United States Circuit Court of Appeals for the Third Circuit affirmed a district court decision dismissing a putative class action against Globus Medical, Inc. (“Globus” or the “Company”), a medical...more

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