On Friday, 12 April 2024, the United States Supreme Court unanimously ruled that a corporation’s failure to disclose certain information about its future business risks, without more, cannot form the basis of a private...more
Last week, the U.S. Supreme Court, in Macquarie Infrastructure Corporation v. Moab Partners, L.P., held that omissions of supposedly material information allegedly required to be disclosed under Item 303 of SEC Regulation S-K...more
On 6 March 2023, by a 3-2 vote of the Commissioners split along party lines, the US Securities and Exchange Commission (SEC) adopted “The Enhancement and Standardization of Climate-Related Disclosures for Investors” final...more
On Wednesday, the SEC approved final rules for standardized climate-disclosure. A tabular summary of the final rules is available here. With two significant exceptions, the final rules are largely consistent with the proposed...more
As we close out 2023 and begin the first quarter of 2024, securities and derivative litigation continues to evolve. In this quarterly update, we examine trends in federal securities class action filings, which saw an uptick...more
In August 2020, as part of an overhaul of Reg S-K, the SEC adopted a new requirement to discuss human capital, taking a principles-based approach. For the most part, the initial response to the new requirement was...more
In the August edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s enhanced disclosure requirements regarding cybersecurity risk management, strategy, governance and...more
Under the SEC’s rules, public companies that are subject to reporting requirements must promptly disclose material cybersecurity incidents. The SEC’s Final Rules require public companies to report a material cybersecurity...more
SEC Enhancement of Share Repurchase Disclosure Requirements - On May 3, 2023, the Securities and Exchange Commission (the “SEC”) announced its adoption of amendments to the provisions of Item 703 of Regulation S-K (“Item...more
In the May edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new disclosure requirements for issuers’ repurchases of equity securities; In Re Edgio Inc. Stockholders...more
On May 3, the Securities and Exchange Commission (SEC) approved new final rules after an extended period of public comments and review, requiring public companies to: •Disclose information regarding executed corporate share...more
On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more
Current macroeconomic and geopolitical uncertainty may make it difficult for companies to know how to tackle their Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") disclosure. In...more
On August 25, 2022, the Securities and Exchange Commission (“SEC”) announced the adoption of amendments to rules relating to executive compensation disclosure. The final rule can be found here. As mandated by Section 953(a)...more
On March 21, 2022, the U.S. Securities and Exchange Commission (“SEC”) announced a proposed rule (the “Proposed Rule”) that will require registrants to make certain climate disclosures in their registration statements and...more
On Monday, March 21, 2022, the Securities and Exchange Commission (SEC) held an open meeting to consider proposed amendments to Regulation S-K and Regulation S-X to “enhance and standardize registrant’s climate-related...more
Who reads those things? It is a common refrain that I have thought to myself when clicking through an electronic agreement for my latest iOS update or tossing in the trash the latest terms and conditions update for my auto...more
Learn the “how to” of leveraging metrics and analytics! On November 15 – 16, at the virtual ESG Forum on Human Capital Analytics & SEC Disclosures, key stakeholders will gather to discuss metrics, developing a “material”...more
The Securities and Exchange Commission (SEC or the Commission) has announced a series of initiatives reorienting the Commission’s agenda to focus on environmental, social, and governance (ESG) issues. In particular, the...more
On Monday, the SEC announced settled charges against Under Armour, Inc., a manufacturer of sports apparel, for misleading investors by failing to disclose material information about its “revenue management practices.” ...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
Underscoring its stated enforcement focus on fulsome disclosure of issuers’ businesses and trends in their operations, the U.S. Securities and Exchange Commission settled charges with General Electric Company on December 9,...more
By a 3-2 vote along party lines, the U.S. Securities and Exchange Commission (SEC) adopted sweeping changes to Regulation S-K, the regulation primarily concerned with its public company disclosure regime. Public companies...more
On August 26th, the Securities and Exchange Commission (SEC) adopted amendments to Item 101 (Description of Business), Item 103 (Legal Proceedings), and Item 105 (Risk Factors) of Regulation S-K as part of its overall...more
[This post revises and updates my earlier post primarily to reflect the contents of the adopting release.] - By a vote of three to two, on Wednesday, the SEC voted to adopt amendments, substantially as proposed with some...more