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Skadden, Arps, Slate, Meagher & Flom LLP

Conflict Minerals Disclosures Due June 2, 2025

Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 2, 2025.1 The conflict minerals disclosure rules and related guidance have remained at a...more

Lowenstein Sandler LLP

EDGAR Next: The Future of SEC Filings Is Here–Are You Ready?

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The U.S. Securities and Exchange Commission (SEC) has officially launched EDGAR Next, its latest initiative to upgrade the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. This new platform went live on...more

BCLP

How Should Companies Update Risk Factors and MD&A During a Global Trade War?

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As companies prepare to file Form 10-Qs, they should give special attention to risk factors in light of recently announced global tariffs. The situation is particularly challenging due to the fluid environment, including the...more

Blake, Cassels & Graydon LLP

Guide to Canadian Public Mergers and Acquisitions

From navigating relevant legislation and regulators to choosing the right deal structure, there are many factors to consider in Canadian M&A deals. Our guide addresses the key challenges and questions businesses may encounter...more

Vinson & Elkins LLP

Watch What You Say: SEC Enforcement Scrutinizes Cybersecurity Incident Disclosures

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On January 13, 2025, the Securities and Exchange Commission (“SEC”) filed a settled enforcement action against Ashford Inc. (“Ashford” or “the Company”), a company that provides products and services to the real estate and...more

Cornerstone Research

Securities Class Action Filings Increase for Second Consecutive Year in 2024

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AI-related filings more than double and 1933 Act filings continue to decline. The number of securities class action filings increased for the second consecutive year in 2024, with artificial intelligence (AI)-related...more

Brownstein Hyatt Farber Schreck

The SEC Stays Its Own Climate Rule—What’s Next?

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) finalized a historic set of climate disclosure rules, which stand to be the most significant disclosure regime change since the Sarbanes-Oxley Act. The rule...more

Foley Hoag LLP - White Collar Law &...

SEC to Continue Aggressive Enforcement Efforts in 2024 After Record-Setting 2023

This is the fourth in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more

Wyrick Robbins Yates & Ponton LLP

SEC Issues Additional Guidance Related to Pay Versus Performance

On September 27, 2023, the U.S. Securities and Exchange Commission (the “SEC”) updated its compliance and disclosure interpretations (“C&DIs”) on pay versus performance disclosures (see the Regulation S-K C&DI page on the...more

Nelson Mullins Riley & Scarborough LLP

Learning Hertz – Best Practices for Public Corporations Implementing or Updating Clawback Policies

As public corporations adopt clawback policies for incentive payments before the December 1, 2023 deadline in adherence to the NASDAQ and NYSE listing requirements following implementation of SEC Rule 10D-1, a recent Federal...more

Cadwalader, Wickersham & Taft LLP

In Depth: SEC Adopts Tougher Trading Rules for Corporate Insiders

On January 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed several rule and form amendments to address potentially abusive practices relating to the use of Rule 10b5-1 plans, grants of options and other...more

Sullivan & Worcester

SEC Adopts Amendments to Modernize Rule 10b5-1 Insider Trading Plans and Related Disclosures - Update

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On December 13, 2022, the Securities and Exchange Commission unanimously adopted amendments to Rule 10b5-1, imposing new limitations on the ability of insiders to utilize so-called “10b5-1 plans.” 10b5-1 plans are plans to...more

Fenwick & West LLP

SEC Adopts Rule Amendments to Provide Enhanced Disclosure of Rule 10b5-1 Plans and Insider Trading

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On December 14, 2022, the U.S. Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements designed to enhance investor...more

Wilson Sonsini Goodrich & Rosati

Compliance Reminder: SEC Disclosure Considerations Arising from Russia's Invasion of Ukraine

Many public companies are beginning preparations for filing quarterly reports on Form 10-Q for the second quarter of calendar 2022. As they do so, they should review and consider the U.S. Securities and Exchange Commission...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Modernizes Electronic Filing Requirements

On June 3, 2022, the U.S. Securities and Exchange Commission (SEC) adopted amendments to modernize how certain information is filed or submitted to the SEC. In particular, the amendments will require, among other things, that...more

Perkins Coie

What Companies Should Know Now About the SEC’s Proposed Rule on Mandatory Climate Disclosures—and How to Plan Ahead

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The U.S. Securities and Exchange Commission, on March 21, 2022, proposed detailed and wide-ranging requirements for publicly traded companies to disclose their greenhouse gas (GHG) emissions and climate risks in their...more

Cadwalader, Wickersham & Taft LLP

In Depth: New Climate-Related Disclosure Rules from the SEC? Here’s What You Need to Watch Out For

The SEC announced that it will consider whether to propose rules to enhance and standardize climate-related disclosures for investors at an open meeting  on March 21, 2022. The Commission’s deliberations were webcast at 11:00...more

Orrick, Herrington & Sutcliffe LLP

The SEC’s Proposed New Cybersecurity Disclosure Requirements: Key Takeaways for Issuers

The SEC has proposed new disclosure rules for public companies regarding cybersecurity incidents and related policies and procedures. We will discuss in a forthcoming post practical considerations and best practices that...more

Stinson - Corporate & Securities Law Blog

SEC Charges Company for Failing to Evaluate and Disclose Board Member’s Lack of Independence

The SEC announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as...more

Goodwin

SEC and PCAOB Prepare to Implement the Holding Foreign Companies Accountable Act

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The U.S. Securities and Exchange Commission (SEC) has adopted final amendments that, in conjunction with final rules adopted by the Public Company Accounting Oversight Board (PCAOB) earlier this year and the recent...more

Jones Day

SEC Threatens to Slap SPACs

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The use of SPACs has reached unprecedented levels, but recent pronouncements from the SEC may signal heightened enforcement and litigation risk for SPACs, as well as their sponsors, officers and directors, and auditors. The...more

WilmerHale

COVID-19: A Second Look at Securities Act Litigation Amid COVID-19

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This article follows an earlier Client Alert titled COVID-19: An Early Look at Securities Act Litigation Amid COVID-19. In that alert, we anticipated that there would be an increase in Securities Act filings involving claims...more

Morgan Lewis

SEC Approves NYSE Rules Allowing Companies to Raise Money in Registered Direct Offerings

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The US Securities and Exchange Commission has approved New York Stock Exchange rule changes that will grant the exchange discretion to allow companies to raise money by selling common shares in registered direct offerings,...more

Foley Hoag LLP - Public Companies & the Law

New law aimed at US-listed Chinese companies may impact other public companies with Chinese operations

On December 18, 2020, the Holding Foreign Companies Accountable Act became law. The new law targets foreign public companies whose financial statements are audited by firms with branches or offices in a foreign country that...more

BCLP

SEC Penalizes Public Company for Misleading Disclosures of COVID-19 Impact

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In its first enforcement action against a public company for misleading disclosures regarding COVID-19’s business impact, the SEC released a December 4 Order Instituting Proceedings against The Cheesecake Factory Inc. and...more

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