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
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
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
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
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
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
On April 11, 2025, the Division of Corporation Finance issued new compliance and disclosure interpretations (C&DIs), six of which relate to executive compensation clawback disclosures and one of which relates to the...more
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
On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more
Non-GAAP financial measures are financial metrics that are not based on standard accounting principles but are presented by a company to provide additional insight into its performance. These measures often exclude certain...more
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
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
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
The SEC, investment banks and other stakeholders are increasingly focused on cybersecurity in IPO companies given the potential financial, legal and reputational risks....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 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
Our Investment Funds Team reviews the Securities and Exchange Commission’s enhanced options for companies filing draft registration statements for nonpublic review....more
On March 3, 2025, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance announced that it has expanded the accommodations available to companies for the nonpublic review of draft registration...more
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
On March 3, 2025, the Staff of the SEC Division of Corporation Finance expanded the categories of issuer that may submit draft registration statements confidentially for review by the SEC, effective immediately. Confidential...more
On March 3, 2025, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance issued an announcement expanding accommodations available for issuers to submit draft registration statements for...more
Yesterday, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced a new policy permitting confidential submission of registration statements in additional circumstances in order...more
The U.S. Securities and Exchange Commission (SEC) is becoming one of the federal agencies at the forefront of driving transparency, cybersecurity awareness and cyber incident reporting. As we reported in last year’s...more
Many companies are in the midst of preparing their year-end Annual Reports on Form 10-K and looking ahead to their annual meeting of shareholders. In addition to changes to rules, regulations and disclosure trends, the...more
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