News & Analysis as of

Securities and Exchange Commission (SEC) Publicly-Traded Companies Anti-Fraud Provisions

Bracewell LLP

US Supreme Court Holds That Pure Omissions Are Not Actionable Under Federal Anti-Fraud Rule

Bracewell LLP on

In a unanimous decision, the US Supreme Court held that pure omissions are not actionable under Rule 10b-5(b) under the Securities Exchange Act of 1934. Rather, the Court found that Rule 10b–5(b) prohibits half-truths, not...more

Davis Wright Tremaine LLP

SEC's Charges Against SolarWinds and Its CISO Highlight Emerging Risks for Public Companies, Security Professionals

The U.S. Securities and Exchange Commission ("SEC") has charged SolarWinds Corp. (SolarWinds) and the company's chief information security officer ("CISO") with securities fraud and violations of internal controls...more

Keating Muething & Klekamp PLL

SEC Charges Public Company for Misleading Non-GAAP Disclosures

On March 14, 2023, DXC Technology Company (“DXC”) settled with the Securities and Exchange Commission (“SEC”) for $8 million regarding alleged misleading disclosures in DXC’s public filings. The SEC claimed DXC made...more

Seward & Kissel LLP

CEO of Publicly Traded Health Care Company Charged with Insider Trading For Misusing Rule 10b5-1 Trading Plans

Seward & Kissel LLP on

On March 1, 2023, the U.S. Department of Justice (“DOJ”) unsealed an indictment charging Terren S. Peizer, the CEO and Chairman of the Board of Directors of Ontrak Inc., a publicly traded health care company, with engaging in...more

Foley & Lardner LLP

Beyond Bunny Hugging: ESG, Investor Expectations and Reporting Trends

Foley & Lardner LLP on

This paper attempts to provide a definition and context for the term, Environmental, Social and Governance (“ESG”), explain how and why it is used, demonstrate how investors are driving the proliferation of ESG reporting,...more

Proskauer Rose LLP

SEC Amends Rules to Facilitate Capital Raising in Private Offerings

Proskauer Rose LLP on

On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D...more

Mayer Brown Free Writings + Perspectives

Recent SEC Enforcement Actions Involving Accounting Misstatements and Non-GAAP Financial Measures

In July  2020, a publicly traded pharmaceutical company entered into a settlement with the Securities and Exchange Commission, without admitting or denying findings, and agreed to pay a financial penalty relating to various...more

Goodwin

SEC Adopts Final Rules Addressing Proxy Advisory Firms

Goodwin on

On July 22, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its proxy rules addressing proxy voting advice provided by proxy advisory firms, such as ISS and Glass Lewis. The amendments were originally...more

White & Case LLP

SEC Proposes Rule Amendments to Enhance Regulation of Proxy Advisers

White & Case LLP on

On November 5, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the federal proxy rules that would enhance the SEC’s regulation of proxy advisory firms.1 The proposed amendments to Rules 14a-1,...more

Womble Bond Dickinson

SEC Proposes Modernizing Shareholder Proposal Rule

Womble Bond Dickinson on

On November 5, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Rule 14a-8 under the Securities Exchange Act of 1934 in response to changes in the markets and recent shareholder proposal trends....more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Amendments to the Proxy Rules Regarding Shareholder Proposals and Proxy Voting Advice

On November 5, 2019, the Securities and Exchange Commission (SEC), by 3-2 votes, issued two releases proposing a number of amendments to the federal proxy rules. The first release proposed changes to certain procedural...more

Proskauer Rose LLP

SEC Identifies Policies, Procedures and Disclosures Related to Registered Investment Advisers’ Proxy Voting Responsibilities and...

Proskauer Rose LLP on

On August 21, 2019, the Securities and Exchange Commission issued two interpretive releases involving proxy voting and proxy voting advice. In the first release, the SEC provided guidance regarding the responsibilities of...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Provides Guidance on Investment Advisers’ Proxy Voting Responsibilities, Proxy Voting Advice Rules

On August 21, 2019, the Securities and Exchange Commission (SEC), by a 3-2 vote, issued two separate releases providing interpretive guidance relating to the proxy voting process. One release addresses the proxy voting...more

Mayer Brown Free Writings + Perspectives

SEC Guidance Issued on Proxy Matters

At an open meeting today, the Securities and Exchange Commission issued guidance to assist investment advisers in fulfilling their proxy voting responsibilities in using the services of a proxy advisory firm, and provided...more

Jones Day

SEC Enforcement in Financial Reporting and Disclosure—2018 Mid-Year Update

Jones Day on

Chairman Jay Clayton's vision for the Securities and Exchange Commission has largely shaped the first half of 2018, with policies and initiatives focused on the "main street investor" and combating clear cases of outright...more

Proskauer Rose LLP

SEC Issues Updated Guidance on Public Company Cybersecurity Disclosures

Proskauer Rose LLP on

On February 21, 2018, the Securities and Exchange Commission (SEC) issued an interpretive Commission Statement and Guidance on Public Company Cybersecurity Disclosures (the "Guidance") to assist public companies in meeting...more

Bracewell LLP

A Cyber Incident Moves Pretty Fast, If You Aren't Ready To Respond, You Might Blow It

Bracewell LLP on

The Securities and Exchange Commission (SEC) expanded its warnings to public companies that generic disclosures identifying cybersecurity risk factors may be insufficient. Rather, the SEC seems to expect companies to conduct...more

Holland & Knight LLP

U.S. Securities and Exchange Commission Updates Cybersecurity Disclosure Guidance - Agency Continues to Prioritize Cybersecurity...

Holland & Knight LLP on

• The U.S. Securities and Exchange Commission (SEC) released, on Feb. 21, 2018, updated guidance regarding public company cybersecurity disclosures. The guidance updates the Commission's 2011 non-binding guidance and...more

White and Williams LLP

SEC Updated Guidance on Cyber Disclosure by Publicly Traded Companies in a Digitally-Connected World

White and Williams LLP on

...The Securities and Exchange Commission (the “Commission”) Wednesday announced updated cybersecurity guidance for public companies. This guidance reinforces the Division of Corporation Finance guidance issued in October...more

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