News & Analysis as of

Securities Regulation Disclosure Requirements Securities and Exchange Commission (SEC)

Carlton Fields

A Sea Change in RILA Regulation: Navigating the New Waters

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On July 1, 2024, the Securities and Exchange Commission adopted a new registration framework for registered index-linked annuity (RILA) contracts. RILA contracts allow investors to allocate purchase payments to one or more...more

Jones Day

U.S. SEC Climate Disclosure Rules Spark Flurry of Litigation (UPDATE)

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Following the U.S. Securities and Exchange Commission ("SEC")'s adoption of the climate-related disclosure rules on March 6, 2024, dozens of parties filed petitions for review across different appellate courts. The Judicial...more

Jones Day

SEC Settles Charges with Keurig Over ESG Disclosures

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On September 10, 2024, the SEC settled charges against Keurig for "incomplete and inaccurate" ESG disclosures about the recyclability of Keurig's K-Cup pods, signaling a continued focus on environmental-related disclosures...more

SEC Compliance Consultants, Inc. (SEC³)

Nine Advisers Face $1.24 Million Fallout from SEC’s Marketing Rule Sweep

September 30 is the SEC’s fiscal year-end, so it's no surprise to see an uptick in enforcement cases this month. The latest slew of settlements involved violations of the Marketing Rule (Advisers Act Rule 204(4)-1) for...more

Bass, Berry & Sims PLC

The Time is Here: Public Companies Should be Mindful of the Upcoming Insider Trading Policy Form 10-K Exhibit Filing Requirement

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In connection with the upcoming Form 10-K/proxy season, public companies with a fiscal year ending on December 31 will be required, for the first time, to publicly file their insider trading policies as exhibits to their...more

Goulston & Storrs PC

What's Market: 10b-5 Representations

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In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the...more

Troutman Pepper

SEC Cybersecurity Incidents Disclosures: Materiality, Decryptors, and Ransom Payments - Dear Mary – Incidents + Investigations...

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I work for a public company that recently experienced a ransomware attack. Fortunately, we were able to restore our business operations quickly by obtaining a decryption key from the threat actor. Given that we managed to get...more

Morgan Lewis

Securities Enforcement Roundup – August 2024

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In this issue of our monthly Securities Enforcement Roundup, we highlight top securities enforcement developments and cases from August 2024. In August 2024: The SEC announced its latest round of “off-channel...more

Skadden, Arps, Slate, Meagher & Flom LLP

Multinationals Face Challenges as They Prepare To Comply With the EU’s Sustainability Reporting Law

As the deadlines approach for multinationals to make their first disclosures under the Corporate Sustainability Reporting Directive (CSRD), the EU’s new sustainability reporting law, they are confronting the significant time...more

Carlton Fields

After Chevron: SEC Climate And ESG Rules Likely Doomed

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Much has been said about Chair Gary Gensler's aggressive rulemaking since his arrival at the U.S. Securities and Exchange Commission in April 2021. Certainly, the number of rule proposals has increased: The SEC has proposed...more

Skadden, Arps, Slate, Meagher & Flom LLP

New Resource Extraction Payment Disclosures Due September 26, 2024

Securities and Exchange Commission (SEC) reporting companies with fiscal years ending December 31 that engage in the commercial development of oil, natural gas or minerals are required to file a Form SD with the SEC by...more

Baker Botts L.L.P.

Form SD Deadline Approaching for Resource Extraction Issuers: Reminder and FAQs

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As previously discussed in our Client Alert issued on December 18, 2020 (available here), the U.S. Securities and Exchange Commission (the “Commission”) adopted its final rule (the “Final Rule,” available here) requiring...more

SEC Compliance Consultants, Inc. (SEC³)

Latest SEC Document Request Lists: What Private Fund Managers Should be Worrying About

Many private fund managers are breathing a sigh of relief after the Fifth Circuit struck down the Private Fund Rules (check out our blog post for more information). Do not, however, assume the SEC will stop its aggressive...more

BCLP

ICAHN Settles With SEC for Failures to Disclose Key Details of Margin Loan Stock Pledges - Teaching Moment for Directors and...

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On August, 19, 2024, the SEC announced settled charges against Carl C. Icahn and his publicly traded company, Icahn Enterprises L.P. (IEP), for failing to disclose information relating to Icahn’s pledges of IEP securities –...more

Perkins Coie

The SEC’s Climate Rules: Item 1502(e)’s Transition Plan Disclosure (Including Annual Progress)

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This is another in a series of blogs we will be posting breaking down the SEC’s new climate disclosure rules. We’re near the end of Regulation S-K Item 1502, Strategy. For the full text, see pages 852 through 855 of the...more

Mayer Brown Free Writings + Perspectives

The State of Disclosure Review

The Director of the SEC’s Division of Corporation Finance (the “Division”), Erik Gerding, shared his views on the state of public company disclosures during 2023 and the SEC Staff’s review priorities for 2024.  The statements...more

Troutman Pepper

Foreign Private Issuers: Have You Assessed Your Status Under US Securities Laws?

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For foreign private issuers registered with the U.S. Securities and Exchange Commission (SEC), there are several filing statuses that affect the content of various public disclosures that must be made. Foreign private issuers...more

Steptoe & Johnson PLLC

New York Federal Court Refuses to Extend Accounting Controls Requirements to Cybersecurity Controls

Section 13(b)(2)(B) of the Securities Exchange Act of 1934 requires public companies to “devise and maintain a system of internal accounting controls.” In a recent opinion, a New York federal court rejected the Securities...more

Skadden, Arps, Slate, Meagher & Flom LLP

Takeaways From the Dismissal of SEC Claims Against SolarWinds and Its CISO

The U.S. District Court for the Southern District of New York has dismissed many of the Securities and Exchange Commission’s (SEC’s) claims against software development company SolarWinds and its chief information security...more

The Volkov Law Group

Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly

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In a significant expansion of internal controls enforcement, the SEC announced a $2.1 million settlement with R.R. Donnelley & Sons Co. ("RRD") for its handling of a 2021 ransomware attack and resulting disclosure failures. ...more

Saul Ewing LLP

Public Companies Quarterly Update (Q2 2024)

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Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more

Alston & Bird

Navigating AI-Related Disclosure Challenges: Securities Filing, SEC Enforcement, and Shareholder Litigation Trends

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Companies’ accelerating reliance on artificial intelligence (AI) means heightened Securities and Exchange Commission (SEC) and shareholder plaintiff scrutiny. Our Securities Litigation Group underscores what companies need to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Starting July 31, 2024, Large Accelerated Filers Are Required To Tag Filing Fee Exhibits Using Inline XBRL

Companies engaged in certain transactions, including registered securities offerings, tender offers, and mergers and acquisitions, are required to prepare and file a separate filing fee exhibit as part of their transactional...more

American Conference Institute (ACI)

The Road to Net Zero: Core Principles to Prevent Greenwashing

“Net zero” is a topic as hot as the climate these days. With so much regulatory attention being placed on it, companies that do not communicate their net zero efforts appropriately or, worse, intentionally make false and...more

Troutman Pepper

SEC Issues Additional Guidance Regarding Cybersecurity Incident Disclosure

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On June 24, the staff of the U.S. Securities and Exchange Commission's (SEC) Division of Corporation Finance (Division of Corporation Finance) released five new Compliance & Disclosure Interpretations (C&DIs) relating to the...more

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