News & Analysis as of

Securities and Exchange Commission (SEC) Securities Exchange Act Regulation S-K

WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on

On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more

Stinson - Corporate & Securities Law Blog

SEC Expands Confidential Filings to Facilitate Planning for IPOs

The SEC announced that its Division of Corporation Finance is further facilitating capital formation by enhancing the accommodations available to companies for nonpublic review of draft registration statements....more

Holland & Knight LLP

Fashion Retailer Failed to "Express" $1M in Perks But Skirts Civil Penalties

Holland & Knight LLP on

Like a fashion trend that never fails to come back in style (we look fabulous in baggy jeans, btw), we're revisiting SEC enforcement actions involving public company executive perquisites – or "perks" – a topic we have...more

Cooley LLP

Enforcement offers a reminder about disclosures of related-person transactions

Cooley LLP on

Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more

Venable LLP

Fifth Circuit Vacates Nasdaq's Board Diversity Rules: Key Implications for the 2025 Proxy Season

Venable LLP on

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit, in a 9-8 en banc decision, vacated the approval of Nasdaq's board diversity rules by the Securities and Exchange Commission (SEC). The court held that the...more

Cooley LLP

SEC Enforcement charges Express for failure to disclose CEO perks

Cooley LLP on

The SEC has announced settled charges against Express, Inc., a multi-brand American fashion retailer formerly listed on the NYSE, for failing to disclose over a three-year period almost $1 million in perks provided to its now...more

Perkins Coie

Updating Your Description of Securities Exhibit

Perkins Coie on

As summer turns into fall and in-house lawyers start thinking ahead to the upcoming 10-K filing season, we’re often asked to review and update the description of securities exhibit(s) required to be filed with Form 10-K by...more

Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on

The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for April 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s first “Shadow Trading” trial; •SCOTUS’s...more

Jenner & Block

Client Alert: Supreme Court Clarifies that Pure Omissions Under Item 303 of Reg. S-K Are Not Actionable Under Rule 10b–5(b)

Jenner & Block on

On April 12, 2024, in Macquarie Infrastructure Corp. v. Moab Partners, L.P., the US Supreme Court held that a company’s mere failure to disclose information required by management’s discussion and analysis (Item 303 of SEC...more

Vinson & Elkins LLP

SEC’s Final Climate-Related Disclosure Rules

Vinson & Elkins LLP on

After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more

Eversheds Sutherland (US) LLP

Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its...more

BCLP

Divided SEC Adopts New Climate-Related Disclosure Rules

BCLP on

On March 6, 2024, a divided SEC approved climate-related disclosure rules. The new rules will require disclosure of...more

Husch Blackwell LLP

SEC Adopts Final Climate-Related Disclosure Rules

Husch Blackwell LLP on

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

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2023

The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more

Vinson & Elkins LLP

Item 303 Circuit Split to be Heard in the Next SCOTUS Term

Vinson & Elkins LLP on

On September 29, 2023, the U.S. Supreme Court agreed to weigh in on the validity of a familiar allegation in private securities litigation—that a failure to disclose under Item 303 of Regulation S-K (“Item 303”) supports a...more

Keating Muething & Klekamp PLL

Securities Snapshot: 3rd Quarter 2023 - What You Need to Know About The SEC's Latest Rulemaking

The weather may be cooling down, but the Securities and Exchange Commission (“SEC”) did not cool down its pace of rulemaking during the third quarter of 2023. The SEC adopted its highly anticipated cybersecurity disclosure...more

Husch Blackwell LLP

SEC Heightens Issuers' Cybersecurity Disclosure Requirements

Husch Blackwell LLP on

On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies. The final rules require...more

Husch Blackwell LLP

SEC Heightens Issuers' Share Repurchase Disclosure Requirements

Husch Blackwell LLP on

On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the disclosure requirements relating to issuers’ repurchases of their equity securities. As outlined below, the amendments require additional...more

Husch Blackwell LLP

Preparing for December 1 Compliance with NYSE and Nasdaq Clawback Policy Listing Standards

Husch Blackwell LLP on

On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more

Hogan Lovells

Looking ahead to expanded share repurchase disclosure - SEC Update

Hogan Lovells on

In May the SEC adopted rule amendments that require reporting companies to disclose in their periodic reports more detailed information about their repurchases of equity securities registered under Section 12 of the Exchange...more

Vinson & Elkins LLP

Finding Safe Harbor: New Share Repurchase Reporting Requirements Allow SEC to Better Monitor Rule 10b-18

Vinson & Elkins LLP on

The Securities and Exchange Commission (“SEC”) will soon have the tools necessary to enforce its longstanding rules regarding share repurchases. On May 3, 2023, the SEC adopted new rules to “modernize” its repurchase...more

Morrison & Foerster LLP

U.S. SEC Adopts Share Repurchase Disclosure Rules

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

Ballard Spahr LLP

SEC Adopts Amendments Regarding Share Repurchase Disclosure Modernization

Ballard Spahr LLP on

Summary - On May 3, 2022, the Securities and Exchange Commission (SEC) adopted final rules to modernize disclosure requirements relating to the repurchase by issuers of equity securities that are registered under the...more

McGuireWoods LLP

SEC Adopts Amendments to Modernize Share Repurchase Disclosure

McGuireWoods LLP on

On May 3, 2023, the U.S. Securities and Exchange Commission (SEC), by a vote of 3-2, adopted amendments to modernize the disclosure requirements relating to issuers’ repurchases of their equity securities that are registered...more

106 Results
 / 
View per page
Page: of 5

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide