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
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
As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more
On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its...more
On March 6,2024, in a 3-2 vote, the US Securities and Exchange Commission adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports....more
On March 6, 2024, a divided SEC approved climate-related disclosure rules. The new rules will require disclosure of...more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
Beginning with quarters ending on or after October 1, 2023, most US-listed issuers will be required to make more extensive disclosures on their share repurchase programs and insider transactions proximate to a program’s...more
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
On May 3, the Securities and Exchange Commission (SEC) approved new final rules after an extended period of public comments and review, requiring public companies to: •Disclose information regarding executed corporate share...more
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities...more
On May 3, 2023, the Securities and Exchange Commission (the “SEC”) adopted new rules and related amendments regarding disclosure of share repurchase programs by corporate issuers and their affiliated purchasers. These...more
On May 3, 2023, the Securities and Exchange Commission (the “SEC”), in a 3-to-2 vote, adopted1 amendments significantly increasing disclosure requirements for public companies and certain investment companies with respect to...more
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments requiring disclosure related to issuers’ share repurchases. Item 703 of Regulation S-K currently requires issuers to disclose information about...more
On May 3, the SEC adopted new rules for disclosure of company repurchases of equity securities. The amendments are intended to improve the information investors receive to better assess the efficiency of, and motives behind,...more
The SEC has adopted final amendments requiring disclosures related to issuers’ share repurchases. The amendments will require domestic issuers to...more
Increased equity market volatility provides issuers with opportunities to repurchase shares at attractive prices. At the same time, issuers must consider how recent changes to the tax treatment of stock buybacks, potential...more
Key Points - ..The SEC’s amendments to Rule 10b5-1 and new rules mandating insider trading disclosures take effect at the end of next month. ..The changes raise significant interpretive issues, including ambiguities...more
Our Securities, Securities Litigation, and Privacy, Cyber & Data Strategy teams highlight the key aspects of the Securities and Exchange Commission’s latest sweeping changes to its cybersecurity reporting rules for public...more
As part of the SEC's broader rulemaking initiative, on March 9, 2022, the SEC proposed amendments to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...more
Public companies should consider the impact of new sanctions on Russia in assessing risk factor disclosure for upcoming annual reports on Form 10-K and quarterly reports on Form 10-Q. ...more
On June 16, 2021, the U.S. House of Representatives passed H.R. 1187 (the “Corporate Governance Improvement and Investor Protection Act”), which would require the Securities and Exchange Commission (“SEC”) to establish rules...more
The Securities and Exchange Commission (SEC) announced in recent weeks multiple efforts to highlight climate change in corporate disclosures and to increase scrutiny and, potentially, enforcement focus on company disclosure...more
On August 26, 2020, the Securities and Exchange Commission (the SEC) adopted rule amendments to the description of business (Item 101), legal proceedings (Item 103), and risk factor (Item 105) disclosures required by...more
The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more