Securities Exchange Act, Form 10-K

SEC Roasts Keurig for Claims Regarding Recycling of K-Cup Pods

BCLP on 9/19/2024

On September 10, 2024, the SEC announced that it had charged Keurig Dr. Pepper for making incomplete, and therefore inaccurate, statements regarding the recyclability of its popular K-cup pods....more

Updating Your Description of Securities Exhibit

Perkins Coie on 9/9/2024

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

A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

Morrison & Foerster LLP on 7/2/2024

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

Divided SEC Adopts New Climate-Related Disclosure Rules

BCLP on 3/8/2024

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

SEC Issues Final Rule on Climate Disclosures

Paul Hastings LLP on 3/7/2024

In an open meeting on Wednesday, March 6, 2024, the Securities and Exchange Commission (“SEC”) approved in a 3-2 vote a Final Rule on climate disclosures that will “require registrants to provide certain climate-related...more

The Corporate Transparency Act: Are You Ready?

Dorsey & Whitney LLP on 1/31/2024

On January 1, 2024, new direct reporting requirements to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of the Treasury, became effective – known as the Corporate Transparency...more

Recent SEC Enforcement Activity Serves as a Reminder That Rule 12b-25 Requires Substantive Disclosures

WilmerHale on 8/29/2023

On August 22, the Securities and Exchange Commission announced settled enforcement actions against five companies for violations of Exchange Act Rule 12b-25, which requires a notification to be filed whenever a company does...more

SEC adopts new rules to expand public company disclosure relating to cybersecurity by year end

Eversheds Sutherland (US) LLP on 8/2/2023

On July 26, 2023, the US Securities and Exchange Commission (SEC) released final rules requiring disclosure by public companies of material cybersecurity incidents and policies and procedures related to cybersecurity risk...more

Looking ahead to expanded share repurchase disclosure - SEC Update

Hogan Lovells on 6/13/2023

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

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

Vinson & Elkins LLP on 5/18/2023

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

SEC Adopts Amendments Regarding Share Repurchase Disclosure Modernization

Ballard Spahr LLP on 5/16/2023

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

SEC Adopts Amendments to Modernize Share Repurchase Disclosure

McGuireWoods LLP on 5/11/2023

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

SEC Adopts Amendments to Issuer Repurchase Disclosure

WilmerHale on 5/9/2023

On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more

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

Seward & Kissel LLP on 2/7/2023

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

Reminders for the 2023 Annual Report and Proxy Season

Smith Anderson on 1/19/2023

As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more

SEC Adopts Final Rules Mandating Compensation Clawback Policies

Foley & Lardner LLP on 11/1/2022

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd-Frank Act by directing national securities exchanges and associations, such as the New York Stock...more

SEC Adopts ‘Clawback’ Rules for Executive Compensation

Fenwick & West LLP on 11/1/2022

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

SEC Adopts Requirements for Clawback of Erroneously Awarded Compensation

WilmerHale on 10/31/2022

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

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

Holland & Knight LLP on 10/27/2022

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

SEC Proposes Rules to Modernize Share Repurchase Disclosures

WilmerHale on 12/28/2021

On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more

SEC Approves PCAOB Rule Establishing Framework for Determinations Under the Holding Foreign Companies Accountable Act

Skadden, Arps, Slate, Meagher & Flom LLP on 11/9/2021

On November 5, 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....more

Failure to Cruise Past the Pleading Requirements in the Norwegian Cruise Lines Securities Class Action

Proskauer - Corporate Defense and Disputes on 5/4/2021

On April 10, 2021, the United States District Court for the Southern District of Florida dismissed a securities class action complaint against Norwegian Cruise Lines (“NCL”) relating to the company’s disclosures made as the...more

SolarWinds Government Data Breach Leads to Securities Action

Proskauer - Corporate Defense and Disputes on 1/8/2021

The massive data breach of the United States Commerce and Treasury Departments that has roiled the federal government has resulted in federal securities litigation. On January 4, 2021, Plaintiff-Shareholder Timothy Bremer...more

Holding Foreign Companies Accountable Act Poised To Be Signed Into Law

Skadden, Arps, Slate, Meagher & Flom LLP on 12/9/2020

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

U.S. SEC Staff Issues Guidance Regarding On-Going Exchange Act Reporting And Registered Securities Offerings In Light Of COVID-19

Morrison & Foerster LLP on 5/6/2020

On May 4, 2020, the U.S. SEC’s Division of Corporation Finance (the “Staff”) published four “FAQs” relating to the application of the Commission’s March 25, 2020 Order (the “COVID-19 Order”) providing extended deadlines for...more

Securities Exchange Act › Form 10-K

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