Securities Exchange Act, Sarbanes-Oxley

Making the Connection - What Do Recent SEC Enforcement Actions Mean for Cyber Controls?

WilmerHale on 8/13/2024

On July 18, 2024, the U.S. District Court for the Southern District of New York dismissed most of the claims brought by the Securities and Exchange Commission (the “Commission”) against SolarWinds Corp. and its Chief...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

California District Court Grants Motion To Dismiss Investor Class Action Against Rideshare Company

A&O Shearman on 5/23/2024

On May 14, 2024, Judge Rita F. Lin of the United States District Court for the Northern District of California granted a motion to dismiss a putative securities class action against a ridesharing company (the “Company”) and...more

Securities and Derivative Litigation: Quarterly Update - November 2023

Dechert LLP on 11/8/2023

With just one quarter remaining in 2023, securities and derivative litigation continues to develop with new standards being articulated or clarified, particularly by decisions within the Second Circuit: The Second...more

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

Latham & Watkins LLP on 9/12/2023

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

Is It Time to Take a Fresh Look at Disclosure Controls and Procedures for CEO/CFO Certifications?

BCLP on 9/6/2023

In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more

Updating Clawback Policies

Locke Lord LLP on 4/12/2023

The public comment period for the new NYSE and Nasdaq listing standards requiring public companies to have expanded clawback policies ended on April 3, 2023. The new standards will require listed companies to have clawback...more

Risky Business: SEC Expands DCP Enforcement Using Company Risk Factors

Holland & Knight LLP on 2/17/2023

Outside of the small circle of federal securities law nerds (we proudly proclaim our membership), the phrase "disclosure controls and procedures" (DCP) rarely garners much attention. However, a recent settled order issued by...more

SEC Adopts Rule to Require Listed Companies to Adopt Clawback Policies

Faegre Drinker Biddle & Reath LLP on 12/23/2022

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

SEC Adopts New Incentive-Based Compensation "Clawback" Rule

Mintz - Securities Litigation Viewpoints on 11/30/2022

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

SEC Adopts Final Rules Requiring Disclosure and Recovery of Erroneously Awarded Incentive-Based Compensation

Goodwin on 11/2/2022

On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...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 Executive Compensation ‘Clawback’ Rules

Ballard Spahr LLP on 11/1/2022

Summary - The SEC this week adopted new rules that will require publicly traded companies to “claw back” incentive-based executive compensation that a company awarded to the executive based on materially misreported...more

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

Latham & Watkins LLP on 9/7/2022

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

Should Public Companies Establish an ESG Disclosure Committee?

Bass, Berry & Sims PLC on 11/3/2021

In light of the increasing level of investor and Securities and Exchange Commission (SEC) focus on environmental, social and governance (ESG) disclosure matters and the associated increase in the scope of ESG disclosures...more

U.S. Capital Markets Regulations Affecting U.S. Companies

Pillsbury Winthrop Shaw Pittman LLP on 8/11/2021

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more

US IPO Guide - 2021 Edition

Latham & Watkins LLP on 7/2/2021

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

US Supreme Court Remands Blaszczak Insider Trading Case Back to the Second Circuit

Perkins Coie on 2/2/2021

The U.S. Supreme Court recently cast doubt on the criminal convictions of the one-time “King of Political Intelligence” David Blaszczak and three others for their role in an insider trading scheme. The Court’s action could...more

Federal Fraud Statutes - Not A Short Cut to Proving Insider Trading

Dorsey & Whitney LLP on 1/27/2021

The question of what constitutes insider trading has been litigated for decades. Many thought that a series of Supreme Court cases such as Dirks v. SEC, 462 U.S. 646 (1983) and its progeny had largely resolved the question...more

Holding Foreign Companies Accountable Act Signed into Law

Miller Canfield on 12/30/2020

The Holding Foreign Companies Accountable Act (Act), which was signed into law by President Trump on December 18, 2020, amends the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and requires the Securities and Exchange...more

Guide to Joining the OTCQX or the OTCQB Markets for Canadian and Other Foreign Issuers

Dorsey & Whitney LLP on 10/15/2020

The United States capital markets are among the world’s largest and most stable markets to access capital and liquidity for securityholders. In the past, many Canadian companies have elected not to access the United States...more

SEC Amends Definitions of “Accelerated Filer” and “Large Accelerated Filer” and Provides Relief to Small Issuers from Auditor...

Sheppard Mullin Richter & Hampton LLP on 3/22/2020

On March 12, 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to the definition of “accelerated filer” and “large accelerated filer” definitions in Exchange Act Rule 12b-2, which amendments...more

Securities Exchange Act › Sarbanes-Oxley