In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
1/19/2024
/ Amended Forms ,
Board of Directors ,
Clawbacks ,
Corporate Governance ,
Corporate Officers ,
Cybersecurity ,
Disclosure Requirements ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Insider Trading ,
Nasdaq ,
New Guidance ,
NYSE ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Required Forms ,
Risk Assessment ,
Securities and Exchange Commission (SEC)
On December 14, 2022, the Securities and Exchange Commission (SEC) unanimously voted to adopt amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act), adding new conditions to the availability of...more
Please join us for a Public Companies Update.
During this webinar, we will equip you for the 2022 Form 10-K and proxy season through an interactive discussion of key updates to securities laws and regulations, corporate...more
On November 17, 2020, the Securities and Exchange Commission (SEC) adopted rule amendments to permit immediately and post-pandemic the use of electronic signatures on documents filed with or furnished to the SEC. The...more
Continuing its ongoing effort to modernize and simplify disclosure obligations applicable to public companies, the Securities and Exchange Commission (SEC) recently adopted amendments to certain requirements set forth in...more
Throughout the coronavirus (COVID-19) pandemic, the Securities and Exchange Commission (SEC) has continued to provide both substantive guidance and logistical relief to public companies as they navigate these unprecedented...more
In an attempt to improve the financial information presented to investors in connection with many M&A transactions, the United States Securities and Exchange Commission (the “SEC”) recently adopted highly anticipated...more
Reacting to the current market uncertainty and volatility caused by the coronavirus (COVID-19) pandemic, the New York Stock Exchange (NYSE) and the Nasdaq Stock Market, LLC (Nasdaq) have implemented several temporary rule...more
We have previously issued a number of alerts regarding the impact of the coronavirus (COVID-19) pandemic on public companies, including ones regarding issues related to annual meetings and periodic and ongoing disclosure...more
As discussed in our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, on March 13, 2020, the Staff of the Division of Corporation Finance of the Securities and Exchange...more
Since our previous Public Companies alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, regulators and issuers have taken unprecedented actions to address the impact of the...more
During the past year, the Securities and Exchange Commission (SEC) adopted a number of amendments to its rules and regulations and issued additional guidance that will impact the Form 10-Ks and proxy statements that public...more
1/30/2020
/ Audit Committee ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Disclosure Requirements ,
EDGAR ,
Executive Compensation ,
Form 10-K ,
Libor ,
MD&A Statements ,
New Guidance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
UK Brexit ,
XBRL Filing Requirements
On July 11, 2019, the Public Company Accounting Oversight Board (PCAOB) issued two companion pieces providing “insights” into the PCAOB’s requirements for the presentation of critical audit matters (CAMs) in the auditor’s...more
On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release to assist public companies in complying with the SEC’s pay ratio rule. The SEC’s interpretive release emphasized the...more
10/9/2017
/ CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Item 402 ,
Median Employee ,
Pay Ratio ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling
Effective July 10, 2017, the U.S. Securities and Exchange Commission will review draft registration statements for initial public offerings and follow-on offerings within the first year of initial registration on a nonpublic...more
On March 1, 2017, the Securities and Exchange Commission (SEC) took a number of actions that will impact the filings that public companies make on EDGAR:
..Exhibit Hyperlinks: The SEC adopted final rules that require...more
On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more
7/29/2016
/ Board of Directors ,
Conflicts of Interest ,
Directors ,
Disclosure Requirements ,
Fiduciary Duty ,
Form 10-K ,
Golden Leash Arrangements ,
Listing Standards ,
Nasdaq ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission (SEC) has adopted a final pay ratio rule that implements Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) nearly two years...more
The Securities and Exchange Commission (SEC) recently announced charges against 28 public company officers, directors and ten percent shareholders for repeated violations of federal securities laws requiring them to promptly...more
Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) mandates the Securities and Exchange Commission (SEC) to amend Item 402 of Regulation S-K (Item 402) to require certain companies to...more
On April 2, 2013, the U.S. Securities and Exchange Commission (the “SEC”) issued a Report of Investigation (the “Social Media Report”) clarifying that a company subject to Regulation Fair Disclosure (“Regulation FD”) may use...more