News & Analysis as of

Securities Regulation Form 10-K

Cooley LLP

Clawback Checkboxes on the Form 10-K Cover: Corp Fin Issues Six CDIs

Cooley LLP on

A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more

Woodruff Sawyer

What You Don’t Disclose Can Hurt You: The Power of Proactive Risk Factor Disclosures

Woodruff Sawyer on

With evolving regulations and emerging risks—including tariffs, DEI-related controversies, and cybersecurity concerns—some public companies are refining their approach to assessing and updating risk factor disclosures. Beyond...more

BCLP

How Should Companies Update Risk Factors and MD&A During a Global Trade War?

BCLP on

As companies prepare to file Form 10-Qs, they should give special attention to risk factors in light of recently announced global tariffs. The situation is particularly challenging due to the fluid environment, including the...more

BCLP

New SEC Guidance Eases Form S-3 Registration Process for More Public Companies

BCLP on

The new registration statement guidance will make capital raises by non-WKSI companies filing on Form S-3 easier, as they can proceed with offerings during periods before their proxy statements are finalized – a privilege...more

Fenwick & West LLP

Securities Law Update - March 2025

Fenwick & West LLP on

Welcome to the latest edition of the Fenwick Securities Law Update. This issue contains updates and important reminders on...more

Ropes & Gray LLP

SEC Defers Names Rule Compliance Date; Permits Rolling Compliance for Existing Funds

Ropes & Gray LLP on

On March 14, 2025, the SEC issued a release (the “Release”) that (i) for new funds, defers by six months the compliance date for amendments to Rule 35d-1 under the 1940 Act (the “Names Rule”) (described in a Ropes & Gray...more

Venable LLP

PFAS Risk Factor Disclosures - Is It Time for an Update?

Venable LLP on

With the annual report season underway, calendar year-end public companies are finalizing annual reports on Forms 10-K and 20-F. Risk factors are a key area requiring potential updates to these public filings. Generally, the...more

Cooley LLP

Form 10-K: Our Clawback Checkbox FAQs

Cooley LLP on

We’re in Year 2 for the clawback checkboxes on the cover of the Form 10-K and we’re fielding a lot of questions from clients about them right now. As Cydney Posner noted a little while back in her Cooley blog, there is still...more

Troutman Pepper Locke

An Early Look at New Proxy Disclosures Regarding Stock Option Grant Timing

Troutman Pepper Locke on

The primary development in executive compensation disclosure for the 2025 proxy season is new Item 402(x) under Regulation S-K, relating to the disclosure of stock option grant timing policies and practices. Companies with...more

Troutman Pepper Locke

Disclosure of Insider Trading Policies to Begin in 2025

Troutman Pepper Locke on

With the annual reporting season coming up for calendar-year companies, we wanted to remind you that companies subject to U.S. Securities and Exchange Commission (SEC) reporting requirements are now required to: (i) disclose...more

Smith Anderson

Preparing for the 2025 Annual Report and Proxy Season

Smith Anderson on

This Client Alert provides an overview of new developments and highlights key considerations for calendar year-end public companies preparing their Annual Reports on Form 10-K for 2024 and proxy statements for annual meetings...more

DLA Piper

Updating Form 10-K for Fiscal Year 2024 and Other Reporting Reminders

DLA Piper on

With calendar year 2024 completed, US public companies with a December 31 fiscal year-end will be working to prepare their annual reports on Form 10-K for filing with the US Securities and Exchange Commission (SEC). Companies...more

Keating Muething & Klekamp PLL

Securities Snapshot: 4th Quarter 2024 - 2025 Reporting Season – Key Considerations

As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more

White & Case LLP

Insider Trading Policies: A Survey of Recent Filings

White & Case LLP on

White & Case's Public Company Advisory Group has conducted a survey of publicly filed insider trading policies to assess emerging trends with respect to key insider trading policy terms. Starting with Form 10-K/20-F annual...more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2025 Reporting Season: Form 10-K Reminders

With the year-end reporting season on the horizon, this Alert highlights new disclosures and other considerations for annual reports on Form 10-K to be filed in 2025. It also discusses potential updates to D&O questionnaires...more

Fenwick & West LLP

Securities Law Update - November 2024

Fenwick & West LLP on

Welcome to the latest edition of Fenwick’s Securities Law Update....more

DLA Piper

From Expert to Director: How to Navigate the Complexities and Scrutiny of Public Company Board Service

DLA Piper on

Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more

BCLP

Time to Get Ready for the 2025 Reporting Season

BCLP on

As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...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

Bass, Berry & Sims PLC on

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

Baker Botts L.L.P.

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

Baker Botts L.L.P. on

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

K&L Gates LLP

Shedding Light on "Shadow Trading" and What Companies Should Do Now

K&L Gates LLP on

The concept of insider trading under the federal securities laws has evolved over the years, at times in unexpected ways. Current insider trading standards have developed through case law and administrative actions applying...more

Alston & Bird

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

Alston & Bird on

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

Cozen O'Connor

SEC Adopts Final Rule for Enhancement and Standardization of Climate-Related Disclosures

Cozen O'Connor on

On March 6, 2024, almost two years after the Securities and Exchange Commission’s (SEC) proposed amendments “to enhance and standardize climate-related disclosures for investors,” the SEC adopted a final rule on...more

Mayer Brown Free Writings + Perspectives

The SEC Brings Another Enforcement Action On Related Party Transaction Disclosures

On March 7, 2024, the Securities and Exchange Commission (the “SEC”) announced that Skechers U.S.A. Inc. (“Skechers”) agreed to a cease-and-desist order for failing to disclose payments for the benefit of its executives and...more

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season Part II: Proxy Statements

White & Case LLP on

Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more

103 Results
 / 
View per page
Page: of 5

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide