On March 20, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued a set of Compliance & Disclosure Interpretations (C&DIs). In particular, SEC staff revised or withdrew several C&DIs to allow all Form S-3s,...more
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
The SEC announced that its Division of Corporation Finance is further facilitating capital formation by enhancing the accommodations available to companies for nonpublic review of draft registration statements....more
As public company issuers prepare for the 2025 reporting season, issuers should be reminded (or made aware) of the new executive compensation-related disclosure requirements. On December 14, 2022, the Securities and 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
Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s first “Shadow Trading” trial; •SCOTUS’s...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
On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,...more
The weather may be cooling down, but the Securities and Exchange Commission (“SEC”) did not cool down its pace of rulemaking during the third quarter of 2023. The SEC adopted its highly anticipated cybersecurity disclosure...more
On July 26, 2023, the SEC adopted new rules to enhance and standardize disclosures pertaining to cybersecurity risk management, strategy, governance, and material cybersecurity incidents. The SEC's decision to introduce...more
Under the SEC’s rules, public companies that are subject to reporting requirements must promptly disclose material cybersecurity incidents. The SEC’s Final Rules require public companies to report a material cybersecurity...more
At an Open Meeting on July 26, 2023, the US Securities and Exchange Commission (SEC) adopted final rules and amendments that impose new cybersecurity-related disclosure requirements for public companies subject to the...more
In yet another indication of the increasing weight being given by government officials to cybersecurity, on July 26, 2023, the Securities and Exchange Commission adopted new rules requiring public companies to disclose...more
On July 26, 2023, the Securities and Exchange Commission (SEC) adopted rules requiring disclosure of material cybersecurity incidents as well as periodic disclosure of cybersecurity risk, management, strategy, and governance...more
On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) voted 3-2 to adopt final rules that are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and...more
The SEC today adopted rules requiring registrants to disclose material cybersecurity incidents they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted rules directing the national securities exchanges to create listing standards requiring listed companies to develop and implement policies that...more
There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019....more