Erik Gerding, Director, SEC Division of Corporation Finance, issued a statement to clear up misconceptions following filing of an 8-K disclosing a cybersecurity incident…
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/ Business Organizations, Finance & Banking, Securities Law
Erik Gerding, Director, Division of Corporation Finance, released a statement on the preferred methods to disclose certain cybersecurity incidents. Mr. Gerding noted “The cybersecurity rules that the Commission adopted on July…
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/ Administrative Law, Finance & Banking, Privacy, Science, Computers, & Technology, Securities Law
In Macquarie Infrastructure Corp., et al., v. Moab Partners, L. P., et. al, a unanimous United States Supreme Court held that failure to make MD&A disclosures required by Item 303 of Regulation S-K does not violate Rule…
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/ Civil Procedure, Securities Law
The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and…
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/ Commercial Law & Contracts, Environmental Law, Securities Law
The SEC issued a staff report on the accredited investor definition. The Dodd-Frank Wall Street Reform and Consumer Protection Act directs the Commission to review the accredited investor definition as it relates to natural…
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/ Administrative Law, Securities Law
The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval. The SEC approved the change on an accelerated…
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/ Administrative Law, Business Organizations, Securities Law
It appears the lone ISS policy update for the US will be to Severance Agreements for Executives/Golden Parachutes.
ISS will vote on a case-by-case basis on shareholder proposals requiring that executive severance (including…
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/ Business Organizations, Commercial Law & Contracts, Securities Law
The SEC adopted final rules requiring registrants to disclose material cybersecurity incidents they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy, and…
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/ Administrative Law, Securities Law
The SEC has adopted final amendments requiring disclosures related to issuers’ share repurchases. The amendments will require domestic issuers to..…
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/ Administrative Law, Business Organizations, Securities Law
Both the NYSE and Nasdaq have issued proposed clawback rules in connection with SEC Rule 10D-1.
NYSE -
The NYSE proposes to comply with Rule 10D-1 by adopting proposed new Section 303A.14 of the Listed Company Manual…
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/ Business Organizations, Securities Law
The SEC has adopted final amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. The amendments:
Add new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1),…
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/ Administrative Law, Securities Law
The SEC has adopted rules to require securities exchanges to adopt listing standards that require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received…
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/ Administrative Law, Business Organizations, Labor & Employment Law, Securities Law
In a settled enforcement action, the SEC charged VMware, Inc., with omission of material information in its disclosures concerning its order “backlog” and revenue management, in quarterly and annual Exchange Act reports, on…
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/ Securities Law
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act.
The rules will require registrants to disclose, in proxy or…
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/ Administrative Law, Securities Law
The Securities and Exchange Commission proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy…
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/ Administrative Law, Business Organizations, Securities Law
