On March 6, 2024, the Securities and Exchange Commission (the “SEC”) adopted final climate disclosure rules (the “Final Rules”)1 to take effect as early as the beginning of the 2025 fiscal year. On April 4, 2024, the SEC...more
Directors Quarterly: April 2024- With the explosion of generative artificial intelligence (Gen AI), companies are facing the challenge of moving quickly—but not too quickly. Gen AI governance has moved to the top of many...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted climate disclosure rules which will require registrants to disclose detailed new climate-related disclosures in annual reports and registration...more
On March 6,2024, in a 3-2 vote, the US Securities and Exchange Commission adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports....more
On January 24, 2024, the Securities and Exchange Commission (SEC) adopted the final rules intended to augment investor protections in initial public offerings by special purpose acquisition companies (SPACs) and in subsequent...more
On January 24, 2024, nearly two years after the SEC initially proposed industry-chilling rules overhauling the treatment of special purpose acquisition companies (“SPACs”) in their IPOs and de-SPAC transactions, the SEC...more
In the September edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new C&DIs and sample comment letter; considerations for issuers as they start their Form 10-Q...more
In 2020, we published our inaugural Risk Factor Trends Report, which summarized the risk factor disclosure practices of the Lonergan Silicon Valley 150 (SV150) prior to the amendments to Item 105, Risk factors, of Regulation...more
Remember back in 2020, when the SEC adopted major amendments to Reg S-K designed to modernize the descriptions of business, legal proceedings and risk factors? You might recall that the SEC had long grumbled about “the...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted rules directing the national securities exchanges to create listing standards requiring listed companies to develop and implement policies that...more
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more
Key Takeaways - ..The SEC proposed amendments to require registrants to provide certain climate-related information in registration statements and periodic reports. ..The proposed rules would require a company to...more
Recently, the Securities and Exchange Commission (“SEC”) proposed a new rule concerning the disclosure of “certain climate-related information in their registration statements and annual reports” as well as “certain...more
Holland & Knight Partner and former SEC Enforcement Assistant Director Scott Mascianica sat down on March 28, 2022, with Eric Werner, Associate Regional Director for Enforcement in the SEC's Fort Worth Regional Office, to...more
Last week, the Securities and Exchange Commission (SEC) released its much-anticipated and ground-breaking proposed rule for the disclosure of climate-related risks. “The Enhancement and Standardization of Climate-Related...more
On March 21, 2022, the Securities and Exchange Commission ("SEC") voted 3–1 to propose amendments to Regulations S-K and S-X that would require registrants to provide certain climate-related information in their registration...more
The Securities and Exchange Commission (SEC) has issued for comment two separate but related proposed rule amendments regarding share repurchases and 10b5-1 Plans. The comment period will remain open for 45 days after...more
As we’ve previously blogged, in November 2020, the Securities Exchange Commission (SEC) adopted amendments to the Regulation S-K items related to Management’s Discussion and Analysis (MD&A) as well as certain selected...more
The focus on quantifying LIBOR exposure and related disclosure requirements may be a ‘red herring.’ The real issues are (i) whether the LIBOR transition is merely an excuse to change the effective interest rates of financial...more
As we continue to stumble into 2021, initially disappointed that our low expectations for a relatively better year lasted only six days, our editorial staff hews to the clamor for a calming retrospective on legal happenings...more
In November 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to management’s discussion and analysis of financial condition and results of operations (“MD&A”) and other financial disclosure...more
The U.S. Securities and Exchange Commission approved amendments to Items 301, 302, and 303 of Regulation S-K in November 2020, as described in a previous Goodwin client alert, “SEC amends MD&A and Other Financial Disclosure...more
I often hear lawyers ask witnesses X is a "fair statement". When I hear this expression, I wonder do they mean is X an accurate statement or something else? If they mean that the statement is literally "fair", as in just...more
Nearly a decade ago, I commented on the ambiguity that inheres in "shall"...more
The U.S. Securities and Exchange Commission recently adopted amendments to certain financial data and management’s discussion of financial information disclosure requirements in Regulation S-K. These amendments affect the...more