Publicly-Traded Companies, Securities Exchange Act of 1934, Regulation S-K

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

A&O Shearman on 3/26/2025

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

What’s the Deal? – Rule 10b5-1 Plans

Mayer Brown on 1/7/2025

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

Supreme Court Limits Shareholder Suits based on "Pure Omissions" in Corporate Disclosures

K&L Gates LLP on 4/17/2024

On Friday, 12 April 2024, the United States Supreme Court unanimously ruled that a corporation’s failure to disclose certain information about its future business risks, without more, cannot form the basis of a private...more

Five Reminders for the Form 10-Q

Wilson Sonsini Goodrich & Rosati on 6/29/2023

In this blog post, we highlight five reminders that may be useful for issuers preparing and filing quarterly reports on Form 10-Q in the coming weeks....more

Public Company Pay Versus Performance Rules May Affect Pay Practices

Foley & Lardner LLP on 9/22/2022

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final pay-versus-performance disclosure rules for publicly traded companies. These rules will require three new disclosures in upcoming proxy and...more

SEC Proposes to Revise Share Repurchase Disclosures

Stinson - Corporate & Securities Law Blog on 12/22/2021

The SEC has proposed amendments to disclosure requirements regarding repurchases of an issuer’s equity securities that are registered under Section 12 of the Securities Exchange Act of 1934. ...more