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Disclosure Requirements Regulation S-K Corporate Governance

McDermott Will & Emery

SEC hosts roundtable on executive compensation disclosure requirements

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On June 26, 2025, the US Securities and Exchange Commission (SEC) hosted a roundtable attended by issuers, institutional investors, third-party advisors, and industry groups to discuss potential updates to current executive...more

Vinson & Elkins LLP

Insights from the SEC Roundtable on Executive Compensation Disclosure Requirements

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On June 26, 2025, the U.S. Securities and Exchange Commission (“SEC”) hosted a roundtable on executive compensation disclosure requirements. As noted in prior Insights, the SEC convened the roundtable to evaluate the...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Signals Coming Changes to Executive Compensation Disclosure

On June 26, 2025, the Securities and Exchange Commission (SEC) hosted a roundtable on executive compensation disclosure requirements with representatives from public companies, investors, industry groups and advisors. In his...more

BCLP

Confirming SEC Filer Status for the Upcoming Year

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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

Troutman Pepper Locke

Executive Compensation Disclosures Are Back on the (Round)table at the SEC

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The SEC announced on May 16 that it will host a roundtable discussion with representatives from public companies, compensation consultants, lawyers, investors, and other stakeholders on the topic of executive compensation...more

Proskauer - Employee Benefits & Executive...

Executive Use of Corporate Aircraft: Navigating Tax, SEC Disclosure and Other Key Considerations

Companies are increasingly allowing their chief executive officers and, in certain circumstances, other executives to use corporate jets (which may be chartered flights or fractionally or fully owned aircraft) for personal...more

Vinson & Elkins LLP

U.S. Securities and Exchange Commission to Host Roundtable on Executive Compensation Disclosure Requirements

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The U.S. Securities and Exchange Commission (“SEC”) recently issued a press release announcing that it will host a public roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The event will...more

Cooley LLP

Changes Brewing For Executive Compensation Disclosure Requirements?

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The Securities and Exchange Commission (SEC) last week announced that, on June 26, 2025, it will host a roundtable meeting to discuss potential updates to the existing executive compensation disclosure requirements. The...more

Wilson Sonsini Goodrich & Rosati

SEC Announces Upcoming Roundtable on Executive Compensation Disclosure Requirements

On May 16, 2025, the U.S. Securities and Exchange Commission announced that it will host a Roundtable on Executive Compensation Disclosure Requirements on June 26, 2025. SEC Chairman Paul S. Atkins issued a statement on the...more

WilmerHale

New C&DIs Clarify Some Clawback Disclosure Questions

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Recently issued interpretive guidance from the SEC staff offers some answers for companies that find themselves having to decide whether and when to check one or both of the boxes on Form 10-K related to financial...more

Fenwick & West LLP

SEC Outlines Disclosure Expectations for Offerings and Registrations of Securities in Crypto Asset Markets

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On April 10, 2025, the SEC’s Division of Corporation Finance (the Division) released a statement providing its views on disclosure requirements for Offerings and Registrations of Securities in the Crypto Asset Markets....more

Cooley LLP

How to Correct Form 10-Q Mistakes

Cooley LLP on

How do you handle a mistake in a Form 10-Q? That depends on the type of mistake it is – and sometimes, the level of the mistake’s materiality. Sometimes companies may feel the need to amend their Form 10-Q – and the reasons...more

DLA Piper

Corp Fin Releases New Guidance on Clawback Disclosure Requirements

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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

Cooley LLP

Clawback Checkboxes on the Form 10-K Cover: Corp Fin Issues Six CDIs

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A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues New CDIs on Clawback-Related Disclosure

On April 11, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued six new Compliance and Disclosure Interpretations (CDIs) relating to the two clawback-related check boxes on...more

DLA Piper

Reminders and New Disclosure Requirements for the 2025 Proxy Season

DLA Piper on

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

Holland & Knight LLP

Understanding Item 402(x) of Regulation S-K

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Item 402(x) of Regulation S-K, introduced by the U.S. Securities and Exchange Commission (SEC) on Dec. 14, 2022, and effective for 2024 proxy statements, requires that public companies disclose detailed information about...more

WilmerHale

Preparing for Cybersecurity Disclosure as a Public Company

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The SEC, investment banks and other stakeholders are increasingly focused on cybersecurity in IPO companies given the potential financial, legal and reputational risks....more

A&O Shearman

Southern District Of New York Dismisses Putative Class Action Against Technology Company For Failure To Adequately Allege...

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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

WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on

On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more

Skadden, Arps, Slate, Meagher & Flom LLP

2025 Annual Meeting Filing and Disclosure Reminders

When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more

White & Case LLP

Key Considerations for the 2025 Annual Reporting and Proxy Season Part II: Proxy Statements

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Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Updates CDIs on Beneficial Ownership Reporting

On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11...more

Troutman Pepper Locke

An Early Look at New Proxy Disclosures Regarding Stock Option Grant Timing

Troutman Pepper Locke on

The primary development in executive compensation disclosure for the 2025 proxy season is new Item 402(x) under Regulation S-K, relating to the disclosure of stock option grant timing policies and practices. Companies with...more

Holland & Knight LLP

Fashion Retailer Failed to "Express" $1M in Perks But Skirts Civil Penalties

Holland & Knight LLP on

Like a fashion trend that never fails to come back in style (we look fabulous in baggy jeans, btw), we're revisiting SEC enforcement actions involving public company executive perquisites – or "perks" – a topic we have...more

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