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Securities Exchange Act › Financial Statements

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Goodwin

Regulation A+ SEC Developments - Recent SEC Enforcement Proceedings and SEC Comment Letter Trends

Goodwin on

In March 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A, which expanded the Regulation A exemption from the Securities Act of 1933 (the Securities Act) registration for public offerings...more

Seward & Kissel LLP

SEC Updates for the Upcoming 2022 Annual Reports on Form 10-K and Form 20-F

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The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments and updated disclosure requirements that are to be included in a reporting company’s annual report on Form 10-K or 20-F. The SEC has also proposed...more

Littler

Publicly Traded Employers Will Need to Claw Back Incentive Pay from Former and Current Executive Officers

Littler on

Employers with stock listed on a national security exchange will become subject to a new final rule mandating the implementation of a policy that will require employers to recoup incentive-based compensation from officers who...more

Faegre Drinker Biddle & Reath LLP

SEC Adopts Rule to Require Listed Companies to Adopt Clawback Policies

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In October, the Securities and Exchange Commission (SEC) adopted Exchange Act Rule 10D-1, directing securities exchanges to adopt listing standards requiring listed companies to adopt and implement policies to recover...more

Mintz - Securities Litigation Viewpoints

SEC Adopts New Incentive-Based Compensation "Clawback" Rule

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On October 26, 2022, the Securities and Exchange Commission, in a 3-2 vote, adopted a new rule, Exchange Act Rule 10D-1. Rule 10D-1 directs national securities exchanges adopt listing standards to require all issuers...more

Fenwick & West LLP

SEC Adopts ‘Clawback’ Rules for Executive Compensation

Fenwick & West LLP on

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

WilmerHale

SEC Adopts Requirements for Clawback of Erroneously Awarded Compensation

WilmerHale on

The long-anticipated rules regarding recovery of erroneously awarded incentive-based compensation, commonly referred to as a “clawback,” were adopted by the Securities and Exchange Commission by a 3-2 vote on October 26,...more

Holland & Knight LLP

New SEC Rule Requires Incentive-Compensation Clawback, Filing and Disclosure Obligations

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Congress in 2010 passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). Pursuant to Section 954 of the Dodd-Frank Act, the U.S. Securities and Exchange Commission (SEC) was tasked with adopting...more

Goodwin

Dismissal of Putative Securities Class Action for Plug Power Inc.

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​​​​​​​On September 29, 2022, U.S. District Judge Edgardo Ramos of the Southern District of New York dismissed a putative securities class action against Plug Power Inc. and certain of its officers. Plaintiff brought suit...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Vinson & Elkins LLP

The SEC Closes the Cookie Jar - Recent SEC Enforcement Activity Reaffirms Focus on Improper Earnings Management

Vinson & Elkins LLP on

On April 18, 2021, the Securities and Exchange Commission (“SEC”) announced the fourth enforcement action arising from its EPS Initiative, charging Rollins Inc. (“Rollins”) and its former chief financial officer (“CFO”) with...more

Morrison & Foerster LLP

SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC Transactions that Could Have a Chilling Effect on SPACs and Other...

Morrison & Foerster LLP on

On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Amendments Implementing Mandates of the Holding Foreign Companies Accountable Act

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On December 2, 2021, the U.S. Securities and Exchange Commission (SEC) adopted final amendments implementing the disclosure and submission requirements of the Holding Foreign Companies Accountable Act (HFCA Act). In addition,...more

Latham & Watkins LLP

US IPO Guide - 2021 Edition

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This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2021 Edition

Latham & Watkins LLP on

This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Troutman Pepper

SEC Expands Scope of COVID-19-Related Enforcement Actions with Penalty Against Cheesecake Factory for Misleading Investors

Troutman Pepper on

Who Needs to Know - Publicly traded companies, specifically those whose business was affected by the COVID-19 pandemic....more

Skadden, Arps, Slate, Meagher & Flom LLP

Holding Foreign Companies Accountable Act Poised To Be Signed Into Law

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On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act (Act). The Act is identical to the bill the U.S. Senate passed in May 2020. Most significantly, the Act requires...more

Mayer Brown Free Writings + Perspectives

SEC Enforcement Action for Misleading Pandemic Disclosure

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The SEC has brought its first enforcement action against a public company relating to disclosure of the financial effect of the pandemic. The Cheesecake Factory Incorporated, without admitting or denying the SEC’s findings,...more

Thomas Fox - Compliance Evangelist

Welcome of 31 Days to a More Effective Compliance Program for September – Internal Controls

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It is a new month and a new topic for 31 Days to a More Effective Compliance Program. In September, I will consider internal controls. I am pleased to welcome back Affiliated Monitors, Inc. (AMI) as this month’s sponsor of...more

King & Spalding

REIT Advisor – March 2020

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On March 2, 2020, the Securities and Exchange Commission (the “SEC”) released its final rule amending the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, including...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - February 2020

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The SEC proposed updates to Regulation S-K to modernize, simplify and enhance financial disclosures, here. The SEC’s press release, here, summarizes the changes as well as any law firm memo (but see here and here if you don’t...more

Faegre Drinker Biddle & Reath LLP

SEC: Here Is When Loss Contingencies Must Be Disclosed and Reserved

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When confronted with government inquiries, public companies commonly grapple with the issue of when events have escalated to the point that they are subject to disclosure obligations—or, further yet, require recognition as a...more

A&O Shearman

Southern District Of New York Dismisses Putative Class Action Against Digital Services Company For Failure To Adequately Allege...

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On August 28, 2019, Judge Lorna G. Schofield of the United States District Court for the Southern District of New York dismissed a putative class action against the digital services and development company Synacor, Inc. and...more

Perkins Coie

SEC’s FAST Act Disclosure Simplification Amendments Effective May 2

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The Securities and Exchange Commission (SEC) recently adopted rule amendments to modernize and simplify certain disclosure requirements in Regulation S-K and related SEC rules and forms under the Securities Act of 1933, as...more

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