Legal Risk Management Forum: panel highlights
In April, companies were faced with addressing the impacts of tariffs and a global trade war, as discussed in our April 8, 2025 post. Companies now find themselves grappling with the need to re-address these issues in light...more
On June 5, 2024, a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) unanimously vacated the “Private Fund Adviser Rules,” which the U.S. Securities and Exchange Commission (the SEC)...more
As calendar-year companies prepare for upcoming quarterly reports, here are some updates and reminders...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted new rules that increase public company reporting requirements regarding climate change. The new rules, which the SEC originally proposed in March 2022,...more
We had previously reported that beginning with the next annual report on Form 10-K, most US-listed issuers would be required to make more extensive disclosures on their share repurchase programs and insider transactions...more
Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
As we have discussed in earlier Client Alerts, on August 23, 2023, the U.S. Securities and Exchange Commission (SEC) adopted new and amended rules under the Investment Advisers Act of 1940, as amended (the Advisers Act), to...more
Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more
On August 23, 2023, the U.S. Securities and Exchange Commission (SEC) announced the enactment of a series of new and amended rules under the Investment Advisers Act of 1940, as amended (the Advisers Act). We refer to these...more
On August 23, 2023, the SEC voted (3-2) to adopt new rules and amendments under the Investment Advisers Act of 1940 applicable to private fund advisers (available here), which were initially proposed in February 2022. The...more
Executive suites in public companies across America took notice in recent weeks when federal prosecutors filed the first ever case based exclusively on an executive’s sale of company shares pursuant to what is commonly...more
The SEC Division of Examinations recently published a Risk Alert on quarterly reports required under Exchange Act Rule 606, which are published by broker-dealers to provide customers with insight into factors influencing...more
For many U.S. public companies, June 30 is the end of their second fiscal quarter, which means it is time to prepare their Quarterly Reports on Form 10-Q. This also means it is time for these companies to evaluate their...more
In an extensive release,1 the U.S. Securities and Exchange Commission (SEC), proposed new and amended rules (collectively, the Proposed Rules) under the Investment Advisers Act of 1940 (the Act) that would impose specific...more
The House Committee on Financial Services is considering legislation on a number of matters that would affect public companies. ...more
Following up on our prior blog post regarding 2020 first quarter COVID-19 adjustments in connection with the presentation of non-GAAP financial measures, we surveyed 102 S&P 500 companies who presented Adjusted EBITDA in...more
Based on Q2 reporting to date, few companies opted to present non-GAAP financial measures using the new metric term “EBITDAC” (earnings before interest, tax, depreciation, amortization – and COVID-19). That is not surprising,...more
As companies close their books on the second quarter and prepare their second quarter disclosures, it is important to assess the continuing impact of COVID-19 on businesses, employees and financial results and provide...more
The ongoing COVID-19 pandemic has resulted in unprecedented and rapidly evolving disruptions to public companies’ businesses, financial condition, and results of operations, as well as broad-based economic dislocation and...more
With effect from February 7, the Mainboard Rules and Catalist Rules of the Singapore Exchange Securities Trading Limited will be revised to adopt a risk-based approach to quarterly reporting and to enhance the continuous...more
In a settled enforcement action, the SEC resolved allegations related to non-monetary transactions regarding certain Comscore transactions. The enforcement action also involved disclosures surrounding the number of...more
The SEC announced an upcoming roundtable (date and details to come) that will focus on the causes of short-termism, including the role of quarterly disclosures. At the end of 2018, the SEC had published a request for comment...more
SEC Adopts Hedging Rules, Extends Regulation A to all Public Companies and Solicits Comments on Earnings Releases and Quarterly Reports. SEC Adopts Rules for Public Companies to Use Regulation A - Keeping up with the...more
On December 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release requesting comments on the nature, content and timing of earnings releases and quarterly reports made by reporting companies.1 In...more
The Fed will wrap up its Open Markets Committee meeting today, and the recent dive on Wall Street has rather suddenly brought a bit of drama to what was a long-promised rate hike. Here’s a bit of background on what it’s been...more