In This Issue. The Consumer Financial Protection Bureau (CFPB) issued an interpretive rule on Fair Credit Report Act consumer information matching requirements; the Securities and Exchange Commission (SEC) approved the Public...more
In This Issue. The Securities and Exchange Commission’s (SEC) Office of Compliance Inspections and Examinations (OCIE) issued a Risk Alert about the scope and content of examinations OCIE plans to conduct of various...more
The SEC issued documents on January 30, 2020, regarding management discussion and analysis (MD&A) and other disclosures. ...more
The SEC adopted Guidance that discusses, among other matters, the ability of investment advisers to establish a variety of different voting arrangements with their clients and matters they should consider when they use the...more
As part of its overall review of how the federal proxy rules apply to proxy voting advice by proxy advisory firms, the Securities and Exchange Commission (SEC) published two interpretive releases in August 2019, aimed at...more
With the increased concentration of share ownership by institutional investors over the past several decades, the influence of proxy advisory firms on shareholder votes has grown dramatically, all while the proxy regulatory...more
On August 21, 2019, the Securities and Exchange Commission (SEC), by a 3-2 vote, issued two separate releases providing interpretive guidance relating to the proxy voting process. One release addresses the proxy voting...more
In March 2019, final rules amending Regulation S-K and related rules and forms were adopted. Included in these rules were requirements that registrants use Inline XBRL, a machine-readable computer code, to tag certain...more
On August 21, the Securities and Exchange Commission issued guidance to clarify investment advisers’ fiduciary obligations when voting client proxies. On the same day, the SEC also issued an interpretation of Rule 14a-1(l)...more
At an open meeting today, the Securities and Exchange Commission issued guidance to assist investment advisers in fulfilling their proxy voting responsibilities in using the services of a proxy advisory firm, and provided...more
The SEC’s recent proposed guidance for investment advisers has implications for private equity sponsors. Perhaps the most important part of the guidance for private equity sponsors is that related to the duty of loyalty...more
On Feb. 22, 2018, the Securities and Exchange Commission (SEC) issued its first interpretive guidance since October 2011 on public companies’ cybersecurity risk and incident disclosure obligations. ...more
On February 21, the SEC published interpretive "Guidance" to help public operating companies prepare disclosures about cybersecurity risks and incidents. ...more
On February 21, the Securities and Exchange Commission (SEC) published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents....more
Much has been written about the SEC’s interpretive guidance on cybersecurity disclosures, issued in late February, including Commissioner Stein’s statement that it under-delivers for investors, public companies, and the...more
As we previously have blogged, the Financial Crimes Enforcement Network (“FinCEN”) became one of the first regulators to wade into the regulation of cryptocurrency when it released interpretive guidance in March 2013 stating...more
Prompted by concern over the increase in the risks and frequency of data breach incidents and other cyber-attacks affecting public companies, the Securities and Exchange Commission recently published interpretive guidance to...more
Second Circuit Raises Bar for US Jurisdiction Over Foreign Banks - Orrick litigators Robert Reznick, Stephen Foresta and Julie Gorchkova co-authored an article for Law360 that examines a closely-watched case relating to...more
It’s been seven years since the U.S. Securities and Exchange Commission (Commission) issued its initial guidance to public companies on cybersecurity disclosure. And last week – in the midst of Form 10-K filing season –...more
The SEC's new guidance on public company cybersecurity disclosures and Chairman Clayton's accompanying statement emphasize the SEC's expectations that public companies: (i) implement comprehensive cybersecurity policies that...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 approved the release of Interpretive Guidance relating to public company disclosures of cybersecurity risks and incidents. ...more
Two pieces of guidance emerged from the SEC on September 21, 2017, with respect to the pay ratio rule. First, the Commission issued interpretive guidance on the rule. Second, the Division of Corporation Finance also issued...more
Results from the SEC’s First Round of Cybersecurity Examinations - On February 3, 2015, the OCIE published a risk alert summarizing its findings from its examinations of over 100 registered investment advisers and...more
Second Circuit Splits from Fifth Circuit on Whistleblower SEC Reporting Obligations On September 10, 2015, the Second Circuit in Berman v. Neo@Ogilvy LLC, 2015 U.S. App. LEXIS 16071 (2d Cir. 2015), ruled that...more