The SEC staff recently published updates to its interpretations (CDIs) for Rule 10b5-1 – the insider trading exemption for pre-established trading plans....more
5/9/2025
/ 10b5-1 Plans ,
401k ,
Employee Benefits ,
Insider Trading ,
Investment Funds ,
New Guidance ,
Proposed Rules ,
Regulatory Requirements ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trusts
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 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
On March 12, 2025, the SEC staff confirmed in a no-action letter that issuers may rely on high minimum investment levels, as well as investor self-certification of accredited status, in private offerings involving general...more
3/19/2025
/ Accredited Investors ,
Certification Requirements ,
Disclosure Requirements ,
General Solicitation ,
New Guidance ,
Offerings ,
Private Equity Funds ,
Private Funds ,
Private Offerings ,
Rule 506(c) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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 has declared its intent to “return[] to its narrow mission to facilitate capital formation, while protecting investors and maintaining fair, orderly, and efficient markets.”
The new accommodations will allow any...more
3/10/2025
/ Capital Formation ,
Capital Markets ,
Confidentiality Policies ,
Disclosure Requirements ,
Initial Public Offering (IPO) ,
Investors ,
Registration Statement ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
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
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
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
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
As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...more
Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more
10/8/2024
/ Board of Directors ,
Civil Monetary Penalty ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Independent Directors ,
Proxy Statements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
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
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
One of the routine duties of counsel for a public company is advising officers and directors on their trades in company stock and their SEC responsibilities when they leave. Because those discussions are routine, it may be...more
5/22/2024
/ 10b5-1 Plans ,
Blackout Rules ,
Board of Directors ,
Compliance ,
Corporate Governance ,
Corporate Officers ,
Employee Retirement Income Security Act (ERISA) ,
Filing Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Risk Management ,
Rule 144 ,
Securities Regulation
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
As companies prepare for the upcoming proxy and annual report season, the following supplements the list of key items to consider contained in our October 2, 2023 post...more
A divided SEC on July 26, 2023 approved new requirements for reporting of material cybersecurity incidents in real-time current reports on Form 8-K or 6-K and disclosure of cybersecurity risk management, strategy and...more
7/28/2023
/ Annual Reports ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As we near June 30, 2023, companies are advised to get a jump start on disclosure changes and possible updates to upcoming Form 10-Qs (or Form 10-Ks in the case of non-calendar year companies). The SEC recently updated the...more
6/16/2023
/ Artificial Intelligence ,
Clawbacks ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Form 10-Q ,
Form 20-F ,
Form 8-K ,
Institutional Shareholder Services (ISS) ,
Market Conditions ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases ,
Stock Trades
What happened -
On May 3, 2023, a divided SEC adopted rule amendments that significantly increase company disclosures about their share repurchases. The changes will require companies to...more
5/5/2023
/ Amended Rules ,
Compliance ,
Compliance Dates ,
Disclosure Requirements ,
Foreign Private Issuers ,
Publicly-Traded Companies ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases ,
Stock Trades
On December 14, 2022, the SEC unanimously adopted significant changes to the requirements for Rule 10b5-1 trading plans, one day shy of the anniversary of its proposals, including...more
On March 30, 2022, the SEC approved by a 3-1 vote a proposal to effect significant changes to disclosure and liability rules governing SPACs, including de-SPAC transactions, or “SPAC target IPOs” as referred to by Chairman...more
On March 21, 2022, the SEC announced proposed new rules that would require public companies to disclose certain climate-related information in registration statements and periodic reports. Under the rules, a company would be...more
3/23/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
MD&A Statements ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation