In light of the recent market volatility, public companies should keep in mind the upcoming annual re-evaluation of their filer status, as a change may have ramifications for both the timing and content for the following...more
6/19/2025
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Executive Compensation ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
On June 4, 2025, the SEC released a Concept Release seeking public comment on potential changes to the definition of foreign private issuer (“FPI”), which changes may have the effect of reducing the number of foreign...more
6/10/2025
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Foreign Investment ,
Foreign Private Issuers ,
GAAP ,
IASB ,
IFRS ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation G ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Approaches to Giving Guidance during Economic Uncertainty -
As companies issue guidance during this period of economic uncertainty, their earnings announcements are taking different approaches, including...more
The corporate hybrid bond market has recently drawn the attention of corporate bond issuers, investors and rating agencies. In a falling interest rate environment and generally constructive primary and secondary European debt...more
On December 11, in a 9-8 ruling, the Fifth Circuit invalidated the SEC’s approval of the Nasdaq board diversity rule in Alliance for Fair Board Recruitment v. SEC. Invoking the “major questions” doctrine, the court ruled the...more
As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...more
On September 26, 2024, the SEC announced that it had settled charges with DraftKings Inc. for selective disclosure of material non-public information on the CEO’s personal X (formerly Twitter) and LinkedIn accounts in...more
10/2/2024
/ Compliance ,
Enforcement Actions ,
Form 8-K ,
LinkedIn ,
Material Nonpublic Information ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Social Media ,
Social Media Policy ,
Social Networks ,
Twitter
On September 10, 2024, the SEC announced that it had charged Keurig Dr. Pepper for making incomplete, and therefore inaccurate, statements regarding the recyclability of its popular K-cup pods....more
9/19/2024
/ Cease and Desist Orders ,
Civil Monetary Penalty ,
Disclosure Requirements ,
Enforcement Actions ,
False Statements ,
Form 10-K ,
Recycling ,
Rule 10b-5 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
As discussed in our December 15, 2023 client alert, the SEC has waged an aggressive effort to enforce alleged violations of the whistleblower protection rule. On September 9, 2024, the SEC announced settled charges resulting...more
9/16/2024
/ Cease and Desist Orders ,
Civil Monetary Penalty ,
Contract Terms ,
Corporate Counsel ,
Employment Contract ,
Enforcement Actions ,
Popular ,
Privately Held Corporations ,
Publicly-Traded Companies ,
Rule 21F-17 ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Separation Agreement ,
Whistleblower Protection Policies ,
Whistleblowers
The SEC recently released its Spring 2024 Reg. Flex Agenda, which is a list of upcoming SEC rule making activities, including both rule proposals and adoption of final rules....more
Potential regulatory uncertainty in light of Supreme Court decisions. The recent Supreme Court term produced several landmark decisions affecting administrative agencies, including...more
7/10/2024
/ 10b5-1 Plans ,
Corner Post Inc v Board of Governors of the Federal Reserve System ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Insider Trading ,
Loper Bright Enterprises v Raimondo ,
Ohio v Environmental Protection Agency ,
Publicly-Traded Companies ,
Regulation S-K ,
SCOTUS
As discussed in our March 3, 2023 post, the DOJ and SEC brought an insider trading case against the founder and former CEO and Executive Chairman of Ontrak, Inc. based upon the former executive failing the “clean hands”...more
7/1/2024
/ 10b5-1 Plans ,
Corporate Executives ,
Criminal Convictions ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Insider Information ,
Insider Trading ,
Material Nonpublic Information ,
Securities and Exchange Commission (SEC) ,
Securities Fraud
On May 21, 2024, the Director of the SEC’s Division of Corporation Finance issued a statement providing guidance on the use of Item 1.05 of Form 8-K to disclose cybersecurity incidents....more
The sale of Reverse Yankee bonds by prominent US issuers – often with higher credit ratings – has recently continued at a rapid pace. Reverse Yankee bonds are debt securities issued by US issuers that are denominated in a...more
A judge in the Southern District Court of New York recently denied a motion to dismiss filed by institutional investors in Augenbaum v. Anson Investments Master Fund LP, et al., finding that their coordinated behavior in a...more
In light of new disclosure rules as well as investor interest, companies may wish to modify their D&O Questionnaires for the 2024 proxy season to address certain hot topics...more
As readers may recall, on October 31, 2023 the Fifth Circuit Court of Appeals in Chamber of Commerce v. SEC ruled that the SEC acted arbitrarily and capriciously, in violation of the Administrative Procedure Act, when it...more
On October 10, 2023, the SEC adopted final amendments to Section 13(d) reporting obligations, including:
..Significantly accelerating filing deadlines
..Extending the filing cut-off from 5:30 pm ET to 10 pm ET...more
At the recent meeting of the Employee Benefits and Executive Compensation Subcommittee at the ABA’s Business Law Fall meeting, moderators identified several hot topics stemming from the new compensation recovery (clawback)...more
In what will undoubtedly be seized upon by the financial press as another blow to UK equity capital markets, Arm Holdings Limited, the Cambridge-headquartered chip designer which was once courted by Prime Minister Rishi Sunak...more
New NYSE and Nasdaq Rule Deadline -
As discussed in our February 27, 2023 post, the NYSE and Nasdaq previously issued their proposed listing rules (the “Proposed Listing Rules”) mandating that most companies with listed...more
As discussed in our recent blog post, the SEC recently adopted final executive officer incentive compensation clawback rules (the “Clawback Rules”) pursuant to the requirements of the Dodd-Frank Act. The Clawback Rules,...more
12/23/2022
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Stock Exchange
On October 26, 2022, the SEC – by a 3-2 vote – approved final rules directing the NYSE, Nasdaq and other stock exchanges to adopt requirements for listed companies to develop and implement clawback, or recovery, policies that...more
10/28/2022
/ Clawbacks ,
Compliance ,
Corporate Governance ,
Department of Justice (DOJ) ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Listing Rules ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange
On July 13, 2022, by a 3-2 party-line vote, the SEC proposed amendments to Rule 14a-8 to modify three of the existing bases for the exclusion of shareholder proposals from a company’s proxy statement, namely:
,,The...more
Despite the ongoing COVID-19 pandemic, companies continue to access the capital markets. In fact, liquidity concerns have put even greater emphasis on securities offerings for some companies....more