Securities Exchange Act, Regulation S-K

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

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on 9/4/2024

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

Top 5 SEC Enforcement Developments for April 2024

Morrison & Foerster LLP on 5/21/2024

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

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 4/17/2024

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

Supreme Court Holds Item 303 Omissions Are Not Actionable Under Section 10(b) of Exchange Act

Skadden, Arps, Slate, Meagher & Flom LLP on 4/15/2024

On April 12, 2024, the Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie Infrastructure Corporation v. Moab Partners, L.P. Justice Sonia Sotomayor delivered the opinion for the Court....more

SEC’s Final Climate-Related Disclosure Rules

Vinson & Elkins LLP on 3/29/2024

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

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

Eversheds Sutherland (US) LLP on 3/13/2024

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

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 Adopts Final Climate-Related Disclosure Rules

Husch Blackwell LLP on 3/7/2024

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

Trending in securities class actions: Section 10(b) claims predominate, Ninth Circuit sees uptick, according to Cornerstone Report

Cooley LLP on 2/21/2024

Cornerstone Research (a top consulting and expert testimony firm) issued its 2023 Year in Review report, examining recent trends in securities class action filings. According to the report, in 2023 there was a slight uptick...more

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

Skadden, Arps, Slate, Meagher & Flom LLP on 12/5/2023

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

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

Vinson & Elkins LLP on 10/10/2023

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

Supreme Court to Decide Scope of Potential Liability Based on MD&A in Annual Reports

Goodwin on 10/3/2023

On September 29, the Supreme Court agreed to hear a case that could significantly affect the scope of corporate liability under the securities laws. Lower courts disagree on whether the SEC-required “management’s discussion...more

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

Keating Muething & Klekamp PLL on 10/2/2023

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

SEC Heightens Issuers' Cybersecurity Disclosure Requirements

Husch Blackwell LLP on 8/16/2023

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

SEC Heightens Issuers' Share Repurchase Disclosure Requirements

Husch Blackwell LLP on 7/24/2023

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

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

Husch Blackwell LLP on 6/29/2023

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

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

U.S. SEC Adopts Share Repurchase Disclosure Rules

Morrison & Foerster LLP on 5/16/2023

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

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 Share Repurchase Disclosure Rules

Dechert LLP on 5/15/2023

Issuers must disclose daily quantitative share repurchase information on a quarterly or semi-annual basis depending on the type of issuer, but not after every repurchase as had been initially proposed - Issuers must...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

Second Circuit Confirms that Item 303 Disclosure Violations May Support Section 10(b) Liability in Reviving Claims Based on...

Cadwalader, Wickersham & Taft LLP on 4/4/2023

In a recent decision, Moab Partners, L.P. v. Macquarie Infrastructure Corporation, the U.S. Court of Appeals for the Second Circuit vacated a lower court’s dismissal of claims under Section 10(b) of the Securities Exchange...more

Securities Exchange Act › Regulation S-K

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