Item 402(x) of Regulation S-K, introduced by the U.S. Securities and Exchange Commission (SEC) on Dec. 14, 2022, and effective for 2024 proxy statements, requires that public companies disclose detailed information about...more
Here’s the deal: • A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more
As we approach 2025, we want to remind registrants about several new rules that will impact disclosure for the 2024 Form 10-K and 2025 proxy season, note the 2025 deadlines for filings with the Securities and Exchange...more
This is the first part of a client alert series for public companies and their boards and compensation committees, covering key considerations for equity grant practices. Overview - Additional executive compensation...more
The Securities and Exchange Commission’s (“SEC”) National Examination Program is designed to improve compliance, prevent fraud, monitor risk and inform policy. It is also a consistent source of referrals to the SEC’s Division...more
Each month, we publish a roundup of the most important SEC enforcement developments for busy in house lawyers and compliance professionals. This month included the SEC’s fiscal year end and a large number of enforcement...more
Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more
This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more
Hundreds of public companies have filed current reports on Form 8-K since Silicon Valley Bank (SVB) became insolvent and was taken over by the FDIC. The disclosures made to date have been primarily “voluntary” filings, made...more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important and interesting SEC enforcement developments from the past month, with links to primary...more
Affected individuals should review their 10b5-1 plans and Section 16(a) Reporting practices to ensure they comply with the new regulations. Directors, officers and other persons (other than issuers) cannot maintain more...more
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 (Rule 10b5-1) under the Securities Exchange Act of 1934, as amended (Exchange Act) that provides an affirmative defense to...more
On December 15, 2021, the Securities and Exchange Commission (“SEC”) proposed new rules regarding Rule 10b5-1 plans and disclosure requirements for company share repurchases. The proposal regarding Rule 10b5-1 plans...more
On November 2, 2020, the SEC’s Division of Enforcement issued its 2020 Annual Report for the fiscal year ending September 30, 2020. While the Enforcement Division filed 405 standalone enforcement actions – the lowest total in...more
In This Issue. The U.S. Supreme Court struck down the single director leadership structure of the Consumer Financial Protection Bureau (CFPB) in a ruling that could have far-reaching implications for the CFPB and other...more