Compliance into the Weeds - SOX Compliance, PCAOB Inspections and Audits
Compliance into the Weeds-Episode 57-SOX Reform or Not?
Compliance into the Weeds-Episode 51, the PCAOB and Compliance
Compliance into the Weeds-Espiode 47
Everything Compliance-Episode 12
Day 5 of One Month to Better Investigations and Reporting-the Board’s Investigation Protocol
Compliance into the Weeds-Episode 30-SOX 404(b)
FCPA Compliance and Ethics Report-Episode 145-SEC Enforcement of the FCPA, Part II
On July 18, 2024, the U.S. District Court for the Southern District of New York dismissed most of the claims brought by the Securities and Exchange Commission (the “Commission”) against SolarWinds Corp. and its Chief...more
The U.S. District Court for the Southern District of New York on July 18, 2024, dismissed most of the SEC's landmark cyber enforcement litigation against SolarWinds Corp. (SolarWinds or the Company) and the Company's Chief...more
A recent decision by Judge Novak in a securities case provides some helpful reminders on expert witness practice, particularly in commercial litigation, in the EDVA....more
In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend...more
On October 30, 2023, the US Securities and Exchange Commission ("SEC") announced that it filed charges against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer ("CISO") in connection...more
An old adage says that everything you need to know in life you learned in kindergarten. Similarly, as a cybersecurity lawyer who also coaches his son’s little league team, I think that the fundamental lessons needed to...more
Clawback compensation has been a longstanding tool for both public and private companies to recoup excesses paid to employees after the occurrence of certain untoward events. For example, it is not uncommon to find clawback...more
On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments filed earlier that week by the New York Stock Exchange (NYSE) and The Nasdaq Stock Exchange (Nasdaq) that, among other things, provided...more
Outside of the small circle of federal securities law nerds (we proudly proclaim our membership), the phrase "disclosure controls and procedures" (DCP) rarely garners much attention. However, a recent settled order issued by...more
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis (“GL”) each published their annual policy updates for 2023, which updates made certain changes relating to executive compensation. As a general...more
The Securities and Exchange Commission (“SEC”) released an annual summary, on November 15, 2022, of actions brought by the Division of Enforcement (“Division”) over fiscal year 2022 (“Enforcement Summary”), providing an...more
On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules that will ultimately require public companies to adopt, enforce, and disclose policies to recover (or “clawback”) excess...more
For many U.S. public companies, June 30 is the end of their second fiscal quarter, which means it is time to prepare their Quarterly Reports on Form 10-Q. This also means it is time for these companies to evaluate their...more
When it comes to making sure financial data is safe and meets compliance regulations, understanding the different regulatory bodies and how they affect your organization is a vital first step. Two of the most common...more
SEC Proposes Rule Amendments Requiring Climate-Related Disclosures; Southern District of New York Dismisses Securities Fraud Claims Against U.S. Stock Exchanges for Lack of Standing; Southern District of New York Dismisses...more
On November 4, 2021, the U.S. Securities and Exchange Commission (SEC) approved the Public Company Accounting Oversight Board's (PCAOB) Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act (Rule...more
In light of the increasing level of investor and Securities and Exchange Commission (SEC) focus on environmental, social and governance (ESG) disclosure matters and the associated increase in the scope of ESG disclosures...more
Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more
Companies based in China have long sought to list their shares for trading on U.S. markets. The reason is clear - the U.S. markets are deep, liquid and the envy of the world....more
On March 24, 2021, the US Securities and Exchange Commission (SEC) adopted interim final rules to implement portions of the Holding Foreign Companies Accountable Act (the HFCA Act), which was signed into law by President...more
In December 2020, the Holding Foreign Companies Accountable Act was signed into law. As you may recall, the HFCAA amends SOX to impose certain requirements on a public company identified by the SEC as a company that files in...more
Foreign public companies listed in the United States may soon face delisting if their auditors cannot comply with US investor protection laws. On December 2, 2020, the US House of Representatives passed by voice vote the...more
Our preliminary list of important planning considerations for the 2021 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes to...more
BLUEPRINT FOR AN IPO - An initial public offering (IPO) is a transaction in which a company’s securities are offered to the public for the first time. Companies go public to raise capital to fuel growth, pay down debt, and...more