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
As companies prepare to file Form 10-Qs, they should give special attention to risk factors in light of recently announced global tariffs. The situation is particularly challenging due to the fluid environment, including the...more
4/9/2025
/ Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Form 10-K ,
Form 10-Q ,
International Trade ,
MD&A Statements ,
Publicly-Traded Companies ,
Retaliatory Tariffs ,
Risk Assessment ,
Risk Management ,
Risk Mitigation ,
Securities Regulation ,
Supply Chain ,
Tariffs ,
Trade Relations ,
Trade Wars
The safe harbors provide protection against claims for equitable relief or damages, subject to certain limitations, as described below.
The amendments became effective immediately for all acts and transactions, whether...more
The new registration statement guidance will make capital raises by non-WKSI companies filing on Form S-3 easier, as they can proceed with offerings during periods before their proxy statements are finalized – a privilege...more
3/24/2025
/ Capital Markets ,
CDIs ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Foreign Private Issuers ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Registration Requirement ,
Reporting Requirements ,
Securities Regulation ,
WKSIs
The SEC staff recently published new guidance for voting commitments in public M&A transactions and all-cash tender offers....more
3/11/2025
/ Acquisitions ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Mergers ,
New Guidance ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Target Company ,
Tender Offers
The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...more
2/26/2025
/ Activist Investors ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Guidance Update ,
Investors ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
In one of its first actions under the new Administration, the SEC staff issued new guidance that largely reinstated older guidance that had supported the ability of public companies to exclude shareholder proposals from their...more
2/21/2025
/ Corporate Governance ,
Disclosure Requirements ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Rescission ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
Citing recent DEI developments in the U.S., ISS released its Statement on Diversity Factors in Director Elections on February 11, 2025 announcing that it will “indefinitely halt consideration of certain diversity factors in...more
2/14/2025
/ BlackRock ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Institutional Shareholder Services (ISS) ,
Investors ,
Nasdaq ,
Proxy Voting ,
Shareholders ,
Vanguard
On February 7, 2025, the Second Circuit ruled that the crime-fraud exception would prevent the former CEO of a public company from invoking attorney-client privilege to prevent an outside lawyer and his law firm from...more
2/12/2025
/ Abuse of Discretion ,
Attorney-Client Privilege ,
Corporate Counsel ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Crime-Fraud Exception ,
Criminal Investigations ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Internal Controls ,
Publicly-Traded Companies ,
Subpoenas ,
White Collar Crimes
Although not new, eligibility to use Forms S-3 and S-8 and Rule 144 depend on compliance with SEC electronic filing rules. ...more
Last month, the SEC settled charges against Celsius Holdings, Inc. for allegedly improper accounting when it modified equity compensation awards for six departing employees and retiring directors. The errors caused allegedly...more
2/5/2025
/ Accounting Controls ,
Accounting Standards ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Equity Compensation ,
Executive Compensation ,
Financial Reporting ,
Financial Statements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Vesting
Many of the actions by the SEC over the past few years came following closely divided 3-to-2 votes. The split arose concerning both rulemaking by the Commission as well as enforcement actions....more
On January 10, 2025, the SEC announced settled charges against Vince McMahon, former Executive Chair and CEO of World Wrestling Entertainment Inc., for signing two settlement agreements without disclosure to the board, anyone...more
1/14/2025
/ Compliance ,
Corporate Governance ,
Corporate Misconduct ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Reporting ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Settlement Agreements
On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) issued a press release highlighting settled enforcement actions against a private fund adviser and two pre-IPO companies for failure to timely file...more
1/3/2025
/ Blue Sky Laws ,
Corporate Governance ,
Enforcement Actions ,
Form ADV ,
Form D Filing ,
Preemption ,
Private Funds ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Startups ,
Unregistered Securities
On December 17, 2024, the SEC announced settled charges against Express, Inc. for failing to disclose perks paid to its then CEO, including personal use of airplanes.
Without admitting or denying the SEC’s findings,...more
12/19/2024
/ Chapter 11 ,
Commercial Bankruptcy ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Executive Compensation ,
Failure To Disclose ,
Neither Admit Nor Deny Settlements ,
Perks ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
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 discussed in our October 27, 2024 post, the SEC has announced new security requirements for Edgar filers. The compliance date is September 15, 2025....more
ISS and Glass Lewis generally publish changes to their proxy voting policies around this time of year. Glass Lewis recently issued its 2025 US Policy Guidelines listing changes and clarifications....more
11/22/2024
/ Artificial Intelligence ,
Change in Control ,
Comment Period ,
Corporate Governance ,
Executive Compensation ,
Glass Lewis ,
Policy Updates ,
Proposed Amendments ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Special Purpose Acquisition Companies (SPACs)
As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...more
Last week, the SEC announced settled charges against 23 companies and individuals for failing to timely file Section 16 reports on Forms 3, 4 or 5.
Additionally, two public companies were charged for contributing to late...more
10/4/2024
/ Analytics ,
Corporate Governance ,
Enforcement Actions ,
Failure To Disclose ,
Filing Deadlines ,
Filing Requirements ,
Neither Admit Nor Deny Settlements ,
Publicly-Traded Companies ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Statutory Penalties
On August, 19, 2024, the SEC announced settled charges against Carl C. Icahn and his publicly traded company, Icahn Enterprises L.P. (IEP), for failing to disclose information relating to Icahn’s pledges of IEP securities –...more
8/21/2024
/ Cease and Desist ,
Civil Monetary Penalty ,
Collateral ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Margin Calls ,
Pledges ,
Publicly-Traded Companies ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Violations
Public companies should take note of several recent developments, including:
..Reversal of the Pegasystems trade secrets lawsuit that nevertheless preserves guidance to take care when describing litigation as “without...more
8/21/2024
/ Artificial Intelligence ,
Centers for Medicare & Medicaid Services (CMS) ,
Chevron Deference ,
Chevron v NRDC ,
Contract Terms ,
Corporate Governance ,
Disclosure Requirements ,
Food and Drug Administration (FDA) ,
Form 10-Q ,
Industrial Espionage ,
Loper Bright Enterprises v Raimondo ,
Publicly-Traded Companies ,
Risk Assessment ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Shareholders' Agreements ,
Trade Secrets
On July 18, 2024, District Court Judge Engelmayer of the Southern District of New York issued his 107-page opinion and order dismissing most – but not all – of the landmark allegations of the SEC against SolarWinds Corp. and...more
7/29/2024
/ Board of Directors ,
Chief Information Security Officer (CISO) ,
Corporate Governance ,
Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Fraud ,
Incident Response Plans ,
Misleading Statements ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
SolarWinds
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 June 24, 2024, the SEC’s Division of Corporation Finance published five additional interpretations (CDIs) addressing the effect of ransomware payments on the obligation of companies to report material cybersecurity...more