News & Analysis as of August 18, 2025

Securities Exchange Act › Corporate Governance › Corporate Counsel

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -

The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

Former CEO Sentenced in Historic Insider Trading Case Under Rule 10b5-1

McGlinchey Stafford on 7/10/2025

On June 23, 2025, U.S. District Judge Dale S. Fischer of the Central District of California sentenced a former Chairman and CEO of a behavioral healthcare company to 42 months in federal prison. This conviction represents the...more

U.S. Supreme Court Changes Its Mind, Will Not Decide Facebook Dispute Concerning Public Companies’ Risk-Factor Disclosures

BCLP on 11/27/2024

After hearing argument earlier this month in a widely followed securities law case concerning risk-factor disclosures of public companies, the U.S. Supreme Court last week decided it should not have agreed to hear the case...more

Freight Accounting Fumble Leads to SEC Fine: UPS Penalized for Not Booking Known Impairment to Goodwill

Vinson & Elkins LLP on 11/27/2024

The Securities and Exchange Commission (SEC) recently announced that United Parcel Service Inc. (UPS) has agreed to pay a $45 million penalty for materially misrepresenting its earnings by improperly valuing its UPS Freight...more

Top 5 SEC Developments (November 2023)

Morrison & Foerster LLP on 12/18/2023

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 announcement of its Fiscal Year 2023 enforcement...more

December 1 Deadline Nears for Adoption of Clawback Policies

Venable LLP on 11/16/2023

Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

SEC Adopts Requirements for Clawback of Erroneously Awarded Compensation

WilmerHale on 10/31/2022

The long-anticipated rules regarding recovery of erroneously awarded incentive-based compensation, commonly referred to as a “clawback,” were adopted by the Securities and Exchange Commission by a 3-2 vote on October 26,...more

Cybersecurity, False Statements and Omissions

Dorsey & Whitney LLP on 4/28/2022

Cybersecurity and the related disclosures can be critical issues for any company in today’s environment. This question is at the center of a recent decision by the Fourth Circuit Court of Appeals....more

Court Ruling May Shift the Contours of Shareholder Proposal Litigation Under Rule 14a-8

Jones Day on 3/12/2020

The Situation: Late last year, a shareholder sued NorthWestern Corporation ("NWE") to compel the company to include a climate-change related proposal in its 2020 proxy materials after NWE had notified the staff of the...more

SEC Staff Provides Additional Guidance on Shareholder Proposals

Perkins Coie on 11/8/2019

The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more

Anti-Corruption Regulation Survey of 41 Countries 2017–2018

Jones Day on 4/18/2018

Welcome to the 2017-2018 edition of the Jones Day Anti-Corruption Regulation Survey. In 2017 and 2018 to date, there has continued to be an increasing awareness among multinational companies of the significance of...more

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