Compliance Tip of the Day: Rethinking Corporate AI Governance Through Design Intelligence
Daily Compliance News: July 21, 2025, The More Reasons Not to Go to China Edition
10 For 10: Top Compliance Stories For the Week Ending July 19, 2025
Compliance Tip of the Day: COSO Governance Framework - Part 5, People
Compliance Tip of the Day: COSO Governance Framework: Part 4, Culture
Daily Compliance News: July 17, 2025, The COSO Yanked Edition
Compliance Tip of the Day: COSO Governance Framework: Part 2, Oversight
Compliance Tip of the Day: COSO Governance Framework: Part 1, Introduction
Daily Compliance News: July 14, 2025, The Secret Business Sauce-Reading Edition
Episode 377 -- Refocusing Due Diligence on Cartels and TCOs
10 For 10: Top Compliance Stories For the Week Ending, July 12, 2025
Daily Compliance News: July 11, 2025, The What is a COI Edition
Treating Compliance Like an Asset
Five Tips for a New Public Company Director
Compliance Tip of the Day: Assessing Internal Controls
Compliance Tip of the Day: COSO Objective 5 – Monitoring Activities
Compliance Tip of the Day: COSO Objective 4 - Control Information and Communication
Everything Compliance: Episode 156, To Document or Not Edition
Daily Compliance News: June 26, 2025, The? Matt Galvin Honored Edition
Compliance into the Weeds: Boeing’s New Safety Initiatives and Compliance Reforms
On July 8, 2025, Judge Nicholas Ranjan of the United States District Court for the Western District of Pennsylvania denied a motion for judgment on the pleadings, allowing a putative securities class action to proceed against...more
On July 15, 2025, Judge Cathy A. Bencivengo of the United States District Court for the Southern District of California dismissed with prejudice a putative securities class action against an U.S.-based telecommunications...more
On July 1, 2025, the U.S. Court of Appeals for the District of Columbia Circuit ended more than five years of uncertainty and confusion by ruling that proxy voting advice issued by proxy advisors is not a “solicitation” under...more
In 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments and issued guidance to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act...more
On May 23, 2025, in a significant decision with implications for future short-swing trading claims, the United States Court of Appeals for the Second Circuit Court affirmed two district court decisions holding that a...more
Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance...more
On May 19, 2025, Texas Gov. Greg Abbott signed Senate Bill No. 1057 (SB 1057) into law....more
Given the hubbub over the SEC’s new EDGAR Next, I thought it would be useful to provide a FAQ explaining the rationale for Section 16 to a new director or officer who is unfamiliar with the concept....more
The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more
On February 12, 2025, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) released new guidance regarding shareholder proposals submitted pursuant to Rule 14a-8 under the Securities...more
The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more
On March 19, 2025, Judge Paul A. Engelmayer of the United States District Court for the Southern District of New York dismissed with prejudice a putative class action asserting claims under the Securities Exchange Act of 1934...more
On March 3, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced that it is expanding the accommodations available to issuers submitting nonpublic draft registration statements for staff...more
The annual DGCL amendments this year carry a little more urgency than before. SB21 was rushed through to the Delaware Senate in mid-February, bypassing the normal process that involves recommendation by the Council of the...more
A Delaware court recently found for the policyholders in determining that a directors and officers (D&O) liability policy covered the settlement of an underlying action alleging violations of the Securities Exchange Act of...more
On December 11, 2024, the US Court of Appeals for the Fifth Circuit ruled that the Securities and Exchange Commission (SEC) lacked statutory authority to approve Nasdaq’s board diversity rules. Subject to certain exceptions,...more
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit”) vacated the U.S. Securities and Exchange Commission’s (“SEC”) approval of The Nasdaq Stock Market LLC’s (“Nasdaq”) Board Diversity Rules....more
Last November, Nasdaq proposed a rule change that would lengthen the notification period for companies conducting reverse stock splits from five business days to 10 calendar days. The rule change became effective immediately...more
The Dodd-Frank Wall Street Reform and Consumer Protection Act, which was enacted in 2010 in response to the 2008 financial crisis, added protections for whistleblower activity to the Securities Exchange Act of 1934 (“Exchange...more
Here’s the deal: A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more
On December 17, 2024, Judge Vince Chhabria of the United States District Court for the Northern District of California granted a renewed motion for class certification in a securities action against a majority shareholder of...more
On December 11, 2024, the 5th Circuit issued another important opinion (for the third time this year) requiring that an administrative agency's rules fit squarely within the statutory scheme that empowers the agency to act....more
In a 9-8 decision on December 10, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s efforts to promote diversity on public company boards. The case, Alliance for Fair Board Recruitment v. SEC, vacated...more
Under rules approved in 2021, Nasdaq-listed companies were required to (1) publicly disclose a board diversity matrix and (ii) have, or disclose why they do not have, at least one diverse director on their board by 2023 and a...more
Morris, Manning & Martin, LLP’s Securities & Corporate Governance Quarterly Newsletter is designed to update public and private company clients on recent developments in federal securities laws and corporate governance...more