On October 22, 2024, the Securities and Exchange Commission charged four companies with making materially misleading disclosures about their cybersecurity risks. Each of the companies—Unisys Corp., Avaya Holdings Corp., Check...more
10/25/2024
/ Civil Monetary Penalty ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Fines ,
Privacy Laws ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
As the summer heat fades and leaves begin to fall, so, too, does the Securities and Exchange Commission’s regulatory momentum—at least for now. With the presidential election on the horizon, the fate of several key rulemaking...more
10/2/2024
/ Artificial Intelligence ,
Climate Change ,
Disclosure ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Nasdaq ,
Proposed Rules ,
Regulatory Authority ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The SEC released a statement from Division of Corporation Finance Director Erik Gerding on June 24, 2024 reflecting Gerding’s opening remarks and the matters discussed on a panel addressing the Division's Disclosure Review...more
\On April 5, 2024, a jury in Federal Court in California found that the SEC established that Defendant Matthew Panuwat was liable under a civil misappropriation theory of insider trading violations of Section 10(b) of the...more
The U.S. Securities and Exchange Commission announced on April 4, 2024 that it is voluntarily delaying the implementation of its climate disclosure regulations while it fights an Eighth Circuit Court challenge seeking to...more
On March 6, 2024, the Securities and Exchange Commission adopted its highly anticipated climate-related disclosure rules. The rules faced public scrutiny since their proposal two years ago, with the SEC receiving more than...more
3/15/2024
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As 2023 comes to an end, we reflect on how active the Securities and Exchange Commission’s rulemaking agenda was throughout the year. As companies prepare for their annual reports and proxy statements, we summarize new...more
On November 22, 2023, the SEC issued an order postponing the effective date of rules that would require issuers to include detailed disclosures in periodic reports related to their share repurchases (the “Repurchase Rule”)....more
On Friday, May 12, 2023, the U.S. Chamber of Commerce announced that it had filed a lawsuit against the SEC to prevent implementation of the SEC’s new Share Repurchase Disclosure Modernization rules, which KMK has recently...more
5/18/2023
/ Administrative Procedure Act ,
Appeals ,
Biden Administration ,
Class Action ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement ,
New Rules ,
Publicly-Traded Companies ,
Repurchase Agreements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases ,
U.S. Commerce Department
On May 3, 2023, the Securities and Exchange Commission adopted amendments to Item 703 of Regulation S-K which were proposed in December 2021 as part of the SEC’s goal of “improving the quality, relevance and timeliness” of...more
5/8/2023
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Equity Securities ,
Publicly-Traded Companies ,
Repurchase Agreements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders ,
Stock Options ,
Stock Repurchases
On April 24, 2023, the Securities and Exchange Commission extended the time period to take action on proposed listing standards to implement the Dodd-Frank “Clawback Rules.” As discussed in a previous blog post, the SEC...more
5/3/2023
/ Clawbacks ,
Dodd-Frank ,
Listing Rules ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Exchange ,
Time Extensions
During the fourth quarter of 2022, the Securities and Exchange Commission continued its brisk pace of rulemaking across several disclosure initiatives. The Commission reopened the comment period for its share repurchase...more
1/3/2023
/ CDIs ,
Clawbacks ,
Comment Period ,
Cryptocurrency ,
Disclosure Requirements ,
Diversity ,
Inflation Reduction Act (IRA) ,
Nasdaq ,
Non-GAAP Financial Measures ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Stock Repurchases ,
Universal Proxy
After proposing an unprecedented volume of rules in the first quarter of 2022 related to ESG, cybersecurity risk management, insider trading, and issuer repurchases, among other rules, the Securities and Exchange Commission...more
7/8/2022
/ Clawbacks ,
Confidentiality Agreements ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Electronic Filing ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Whistleblower Protection Policies
On May 2, 2022 the SEC’s Division of Corporation Finance issued a sample comment letter addressing disclosures companies should consider regarding Russia’s invasion of Ukraine. The SEC Staff believes companies should provide...more
5/9/2022
/ Currency Exchange ,
Disclosure Requirements ,
Economic Sanctions ,
Export Controls ,
Financial Transactions ,
Foreign Policy ,
Military Conflict ,
New Guidance ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Ukraine
During the first quarter of 2022, the Securities and Exchange Commission issued a flurry of proposed new rules and rule amendments. While the proposed rules on the enhancement and standardization of climate-related...more
4/8/2022
/ Beneficial Owner ,
Disclosure Requirements ,
New Amendments ,
New Regulations ,
Pay-for-Performance ,
Private Funds ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On March 21, 2022, the Securities and Exchange Commission (“SEC”) at a virtual open meeting proposed rules to expand and standardize issuers’ climate-related disclosures. The proposed rules would utilize mandatory,...more
3/23/2022
/ Annual Reports ,
Climate Change ,
Comment Period ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 9, 2022, the Securities and Exchange Commission (“SEC”) proposed amendments to rules to expand and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...more
3/23/2022
/ Comment Period ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Form 8-K ,
Incident Response Plans ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
BUSY FOURTH QUARTER FOR SEC STAFF -
During the fourth quarter of 2021, the Securities and Exchange Commission reopened the comment period for its controversial compensation clawback rule that it initially proposed in 2015...more
1/25/2022
/ Benchmarks ,
Clawbacks ,
Comment Period ,
Electronic Filing ,
Institutional Shareholder Services (ISS) ,
No-Action Requests ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In a move we expect will pave the road for an increase in proxy contests, on November 17, 2021, the Securities and Exchange Commission adopted new Rule 14a-19 and amendments to existing rules under the Securities Exchange Act...more
11/19/2021
/ Board of Directors ,
Comment Period ,
Corporate Governance ,
Directors ,
Disclosure Requirements ,
New Regulations ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Public Comment ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Chair Gensler warned us back on June 7, 2021 regarding his concerns with insider use of Rule 10b5-1 trading plans: “In my view, these plans have led to real cracks in our insider trading regime.”...more