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Corporate Governance Foreign Private Issuers Form 10-K

Woodruff Sawyer

Will the SEC’s Changes to the Foreign Private Issuer Definition Affect SPACs?

Woodruff Sawyer on

On June 4, the Securities and Exchange Commission (SEC) issued a concept release seeking public comment on the definition of the term "foreign private issuer" (FPI). The request is in response to global market changes and...more

BCLP

New SEC Guidance Eases Form S-3 Registration Process for More Public Companies

BCLP on

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

BCLP

Divided SEC Adopts New Climate-Related Disclosure Rules

BCLP on

On March 6, 2024, a divided SEC approved climate-related disclosure rules. The new rules will require disclosure of...more

Latham & Watkins LLP

Court Invalidates SEC's Share Repurchase Disclosure Requirements

Latham & Watkins LLP on

On November 22, 2023, the SEC postponed its new share repurchase disclosure rules in response to an adverse decision by the Fifth Circuit Court of Appeals in a case challenging those rules under the Administrative Procedure...more

BCLP

Fifth Circuit Sends SEC Back to Cost-Benefit Drawing Board to Substantiate Its New Stock Repurchase Disclosure Rules Within 30...

BCLP on

On October 31, 2023, the Fifth Circuit ruled in Chamber of Commerce v. SEC that the SEC acted arbitrarily and capricious, in violation of the Administrative Procedure Act, when it adopted the new share repurchase disclosure...more

Latham & Watkins LLP

SEC Clawback Rules: Practical Considerations and FAQs

Latham & Watkins LLP on

The FAQs offer practical advice for listed companies implementing compliant policies. Key Points: ..By December 1, 2023, all companies listed on the NYSE or Nasdaq must adopt clawback policies that comply with listing...more

Dorsey & Whitney LLP

New SEC Cybersecurity Rules Require Mandatory Disclosure

Dorsey & Whitney LLP on

On July 26, 2023, the Securities and Exchange Commission adopted new rules imposing disclosure requirements regarding cybersecurity risk management, strategy, governance and incidents. The new rules, which became effective...more

Venable LLP

Key Actions for Public Companies under the SEC's New Cybersecurity Rules

Venable LLP on

On July 26, 2023, the Securities Exchange Commission (SEC) adopted a final rule intended to augment and standardize disclosures regarding cybersecurity risk management, governance, and incident reporting. The new rule imposes...more

Latham & Watkins LLP

SEC Adopts Cybersecurity Disclosure Rules

Latham & Watkins LLP on

The SEC, by a 3-2 vote, has adopted new rules requiring companies to provide: ..current disclosure on Form 8-K within four business days of determining that a material cybersecurity incident has occurred; and ...more

Eversheds Sutherland (US) LLP

SEC adopts new rules to expand public company disclosure relating to cybersecurity by year end

On July 26, 2023, the US Securities and Exchange Commission (SEC) released final rules requiring disclosure by public companies of material cybersecurity incidents and policies and procedures related to cybersecurity risk...more

Goodwin

Although Scaled Back, the SEC’s Newly Adopted Cybersecurity Disclosure Rule Will Require Significant Effort by Public Companies to...

Goodwin on

As a significant step in its ongoing initiatives on the disclosure, management, and oversight of cybersecurity risks and incidents, on July 26, 2023, the US Securities and Exchange Commission (SEC or Commission) adopted rules...more

Jones Day

SEC Proposes Amendments Regarding Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure

Jones Day on

As part of the SEC's broader rulemaking initiative, on March 9, 2022, the SEC proposed amendments to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...more

BakerHostetler

SEC Adopts Pay Ratio Rules

BakerHostetler on

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...more

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