Public companies in the U.S. could soon be freed of the obligation to report financial information every quarter. The Securities and Exchange Commission (SEC) has indicated it will support shifting to a semiannual reporting...more
On October 26, 2025, the Chief Revenue Officer of Snowflake Inc. appeared to overstep the bounds of Regulation Fair Disclosure (“Reg FD”) when he made statements regarding Snowflake’s future financial results during an...more
Quiet periods aren’t legal mandates for quarterly earnings—but they’ve become a cornerstone of disciplined disclosure practice....more
It was recently reported that the U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) began probing Digital Asset Treasury companies (DATs), raising a variety of compliance...more
The life sciences sector remains a critical area of focus for the US Securities and Exchange Commission (SEC) under the current administration. Companies operating in the healthcare, pharmaceutical, biotechnology, and medical...more
This edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning. Highlights...more
The SEC did not take its foot off the pedal in fiscal year (FY) 2024 when it came to prosecuting insider trading. In the third installment of Season's Readings, we consider several recent actions in which the agency secured...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
On September 26, the SEC announced that it had charged public company DraftKings Inc. with violating Regulation FD, or “Fair Disclosure,” under the Exchange Act. The SEC alleged that the company selectively disclosed...more
On September 26, 2024, the SEC announced that it had settled charges with DraftKings Inc. for selective disclosure of material non-public information on the CEO’s personal X (formerly Twitter) and LinkedIn accounts in...more
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
On June 24, the staff of the U.S. Securities and Exchange Commission's (SEC) Division of Corporation Finance (Division of Corporation Finance) released five new Compliance & Disclosure Interpretations (C&DIs) relating to the...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
Here’s the deal: Regulation FD is an issuer disclosure rule that prohibits a US public company and certain persons acting on its behalf from selectively disclosing material nonpublic information about itself or its...more
Generative AI is finding its way into almost every corner of corporate operations – and investor relations is no exception. Disney’s CEO Bob Iger has quipped that he looks forward to a time when AI does earnings calls for...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
2022 was a busy year for the SEC’s Enforcement Division. This 2022 Retrospective highlights some of the year’s notable cases, largest settlements, new and noteworthy theories, and court decisions worth remembering....more
Since Kramer Levin issued its Corporate Governance: 2022 Midyear Review, a wave of enforcement actions by the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) has underscored the continued importance...more
On Dec. 5, the Securities and Exchange Commission (SEC) announced that AT&T has agreed to a $6.25 million penalty, resolving charges brought against it under the securities rule known as Regulation Fair Disclosure (Regulation...more
Yesterday, the SEC announced that it had settled charges against AT&T for alleged violations of Reg FD for $6.25 million, an amount that it characterized as a “record penalty”—the “largest ever in a Reg FD case.” The case...more
Sophisticated investors in structured finance products are increasingly demonstrating an interest in entering the market via direct private placements pursuant to Section 4(a)(2) of the Securities Act of 1933, either in...more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, which was an active one as the SEC...more
Reg FD cases rarely get to court, but here’s one that, barring a settlement, appears to be headed to trial. In a 129-page opinion in SEC v. AT&T, 9/08/22, the federal district court for the SDNY denied summary judgment for...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
Directors and officers know that social media is a megaphone—but do they know who at the company is holding the megaphone? And are any guardrails in place? In this week’s D&O Notebook, my colleague Lenin Lopez provides timely...more