The Justice Insiders Podcast: Incidents in the Material World: SEC Adopts New Cybersecurity Rules
Episode 288 -- SEC Adopts Robust New Cybersecurity Disclosure Rules
In the July edition of our Public Company Watch, we cover key issues impacting public companies, including the new Compliance and Disclosure Interpretations related to the cybersecurity disclosure rules and the recent SEC...more
Erik Gerding, Director, SEC Division of Corporation Finance, issued a statement to clear up misconceptions following filing of an 8-K disclosing a cybersecurity incident....more
Sometimes it turns out that an authorized speaker for your public company (e.g., CEO, CFO, or head of investor relations) has selectively shared nonpublic information with analysts or investors that he or she thought was...more
A public company may have an additional 45 days to file its upcoming Form 10-Q if its inability to file its Form 10-Q relates to circumstances relating to COVID-19, it files a Form 8-K summarizing why such report was not able...more
For Securities and Exchange Commission (SEC) registrants with a fiscal year ending December 31, March 2020 brings the deadlines for filing annual reports on Form 10-K for all categories of filers. These registrants and other...more
On January 14, 2020, the U.S. House of Representatives passed HR 4335, the “8-K Trading Gap Act of 2019” (the “Act”) by a bipartisan vote of 384 to 7. The Act is designed to stop company insiders from trading during the 8-K...more
The SEC posted a notice yesterday addressing EDGAR technical difficulties which may impact filers’ ability to make timely submissions. For those issuers who, due to technical difficulties, are unable to furnish or file...more
Regulation Fair Disclosure was passed in 2002 to fill what many saw as a regulatory gap – the selective disclosure of material non-public information by issuers. Essentially the Regulation – now known as Reg FD – requires a...more
On Aug. 20, 2019, the Securities and Exchange Commission (SEC) announced that it had charged public pharmaceutical company TherapeuticsMD, Inc. for violations of Regulation FD and Section 13(a) of the Exchange Act related to...more
On August 7, 2018, Tesla CEO Elon Musk used his personal Twitter account (@elonmusk) to propose a buyout of the company for $420 a share, stating that funding was secured....more
This week, the U.S. Securities and Exchange Commission (SEC) issued its first formal interpretative release on public company disclosure obligations relating to cybersecurity since the SEC Division of Corporation Finance’s...more
On February 21, 2018, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release providing guidance for public companies relating to disclosures of cybersecurity risks and incidents. Although the...more
As I and many others start to consider the disclosure implications of the Tax Cuts and Jobs Act, I’ve begun a list of possible disclosure related topics...more
It is almost time for foreign companies that operate as foreign private issuers (FPIs) under the US federal securities laws to assess their status as FPIs. An FPI is required to reassess its status as an FPI annually as of...more
Tesla, in an offer to acquire SolarCity, appears to be the first to announce a major proposed acquisition by a blog post. Since an 8-K was also filed, it can’t be sole proof that social media is a recognized distribution...more
For many years, Regulation FD has dominated the analysis of how and when a company should disclose material information. As a result, complying with the stock exchanges’ timely alert rules can get lost in the shuffle....more
The Securities and Exchange Commission (the "SEC") recently issued a Report of Investigation (the "Report") in which it provides helpful guidance to public companies regarding their use of social media to disclose material...more