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