On February 12, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M) to update its guidance on the “economic relevance” and “ordinary business” exclusions in Exchange Act Rule 14a-8, which...more
On July 26, the SEC adopted amendments to Regulation S-K and Exchange Act forms requiring public companies to disclose on a current basis material cybersecurity incidents and to disclose annually information regarding their...more
On December 14, the SEC adopted long-awaited amendments to Rule 10b5-1 under the Exchange Act that add new conditions for a trading arrangement to qualify for the rule’s affirmative defense against Rule 10b-5 liability for...more
12/22/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On August 25, the SEC adopted rule amendments that require registrants to disclose, in proxy or information statements in which executive compensation disclosure is required, information showing the relationship between...more
On March 21, in one of its most significant rulemakings in recent years, the Securities and Exchange Commission proposed rules that would require public companies to provide investors with extensive, consistent, and...more
On March 9, 2022 the SEC proposed rule amendments that would require public companies to report detailed information about material cybersecurity incidents affecting their business and about their cybersecurity risk...more
The SEC recently published its long-awaited proposal to amend Regulation 13D-G under the Exchange Act to modernize the SEC’s requirements for reporting beneficial ownership of securities. The SEC expects that the proposed...more
On December 15 the SEC proposed new and amended rules that would require most reporting companies to provide more frequent and extensive disclosures about their share repurchase activity. A company engaged in share...more
On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more
11/16/2021
/ Corporate Governance ,
New Guidance ,
No-Action Requests ,
Ordinary Business Exception ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
On September 22 the SEC’s Division of Corporation Finance published on its website a “Sample Letter to Companies Regarding Climate Change Disclosures,” which it characterizes as an “illustrative letter” presenting “sample...more
On August 6 the SEC approved the Nasdaq Stock Market’s proposal to amend its listing rules to require operating companies listed on its U.S. exchanges to provide annual disclosures about the diversity of their board...more
On August 26 the SEC adopted far-reaching amendments to Regulation S-K items that govern disclosures on business, legal proceedings, and risk factors in filings under the Securities Act of 1933 and the Securities Exchange Act...more
The SEC recently adopted comprehensive amendments to its rules that govern financial statement requirements for acquisitions or dispositions of significant businesses or other assets. The rules specify the historical...more
On October 16 the SEC's Division of Corporation Finance issued Staff Legal Bulletin No. 14K (CF) (SLB 14K) to provide updated guidance on the application of the "ordinary business" exception to a company's obligation under...more
10/24/2019
/ Corporate Governance ,
New Guidance ,
No-Action Requests ,
Ordinary Business Exception ,
Proof of Ownership ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
On August 8, the SEC proposed amendments to Regulation S-K to modernize required disclosures on business, legal proceedings and risk factors in Exchange Act and Securities Act filings. The proposed amendments represent the...more
8/28/2019
/ Corporate Governance ,
Disclosure Requirements ,
Investment Adviser ,
Judicial Proceedings ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Regulatory Requirements ,
Risk Factors ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
On March 20, the SEC voted to adopt amendments to Regulation S-K and related rules and forms in accordance with its mandate under the Fixing America’s Surface Transportation Act (FAST Act) to modernize and simplify disclosure...more
The SEC’s Division of Enforcement recently instituted cease-and-desist proceedings against a company for violating Section 13(a) of the Exchange Act and Rule 13a-11 by including non-GAAP financial measures in two of its...more
1/30/2019
/ Accounting Standards ,
EBITDA ,
Enforcement Actions ,
Financial Reporting ,
GAAP ,
Internal Controls ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Violations ,
Securities and Exchange Commission (SEC)
Prompted by concern over the increase in the risks and frequency of data breach incidents and other cyber-attacks affecting public companies, the Securities and Exchange Commission recently published interpretive guidance to...more
3/6/2018
/ Cyber Threats ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Financial Statements ,
Insider Trading ,
Interpretive Rule ,
Non-Public Information ,
Publicly-Traded Companies ,
Regulation FD ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC)
On December 4, the SEC approved a New York Stock Exchange rule change that prohibits the issuance of material news by listed companies in the period immediately after the official closing time for the NYSE’s trading session...more
The SEC recently proposed amendments intended to update, streamline and improve its disclosure framework and to reduce the compliance burden for public companies. The proposed amendments, which are detailed in the proposing...more
On September 21, the SEC and the staff of the Division of Corporation Finance issued new and updated interpretive guidance regarding the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K. The guidance...more
10/2/2017
/ CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Item 402 ,
Median Employee ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling
Beginning September 1, public companies will need to comply with SEC rule amendments requiring that reports and registration statements filed on or after that date...more