On February 12, 2025, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M), which rescinds prior Staff Legal Bulletin No. 14L (SLB 14L) and provides updated guidance on shareholder proposals...more
Form 8-K requires public companies to make prompt disclosures about a large number of specified events. Although Form 8-K does not mandate current reporting of all material events, it goes a long way toward requiring public...more
The requirement to disclose material cybersecurity events under new Item 1.05 of Form 8-K takes effect today (other than for smaller reporting companies, for which the new requirement will take effect on June 15, 2024)....more
Although the Corporate Transparency Act’s (“CTA”) new beneficial ownership rule goes into effect on January 1, 2024, recent polling suggests that many businesses remain either unaware of these upcoming reporting obligations...more
On October 10, 2023, the SEC adopted long-awaited amendments to its beneficial ownership reporting rules under Regulation 13D-G. Most significantly, the amendments accelerate the filing deadlines for initial and amended...more
10/20/2023
/ Beneficial Owner ,
Business Ownership ,
EDGAR ,
Filing Deadlines ,
Final Rules ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
Public companies will soon be required to provide increased transparency about cybersecurity incidents, risk management, strategy and governance as a result of new rules adopted by the Securities and Exchange Commission (the...more
8/14/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In May 2023, the Securities and Exchange Commission (SEC) amended its rules to significantly increase the disclosures public companies must make about repurchases of their equity securities. The recent amendments are the...more
5/23/2023
/ 10b5-1 Plans ,
Corporate Governance ,
Disclosure Requirements ,
Equity Securities ,
Insider Trading ,
Publicly-Traded Companies ,
Regulation S-K ,
Repurchase Agreements ,
Repurchases ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Options ,
Stock Repurchases
In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more
12/30/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The business world has changed a lot in the last three decades, and, as a result of recent amendments to Item 101 of Regulation S-K, the description of a company’s business included in registration statements and periodic...more