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Disclosure Requirements Securities and Exchange Commission (SEC)

Holland & Knight LLP

Undeterred by the SolarWinds Storm: SEC Charges Victims of Compromised Software

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The SEC on Oct. 22, 2024, announced charges against four companies for allegedly making materially misleading disclosures concerning the impact of cybersecurity incidents associated with the compromised SolarWinds' Orion...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets - 2025 SEC Filing Deadlines and Financial Statement Staleness Dates

Our guide to 2025 SEC filing deadlines and financial statement staleness dates is now available. Public companies should factor in these key reporting deadlines, disclosure obligations and SEC holidays as they plan for the...more

Fenwick & West LLP

The SEC is Cracking Down on Misleading Cybersecurity Disclosure

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On October 22, 2024, the SEC charged two current reporting companies, Unisys Corp. and Check Point Software Technologies, and two former public companies, Mimecast Limited and Avaya Holdings Corp., with making materially...more

Alston & Bird

Sustainability Spotlight - Q2 2024

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Welcome to the latest edition of the Sustainability Spotlight, your place to keep up with all the ESG action – federal and state enforcement, shareholder proposals and litigation, and state attorney general actions. This...more

Hogan Lovells

Publicly Traded Life Sciences Companies and Artificial Intelligence: Disclosing Risk Factors

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Although the rise of artificial intelligence (AI) has created many opportunities and breakthroughs for life sciences companies in preclinical and clinical development, risks associated with the use of AI cannot be ignored....more

McGuireWoods LLP

SEC Settles Charges for Alleged Misleading Disclosures, Shedding Light on Materiality in Cyber Context

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On Oct. 22, 2024, the Securities and Exchange Commission (SEC) announced settled charges against four current and former public companies, Unisys, Avaya Holdings, Check Point Software Technologies and Mimecast, for allegedly...more

Dechert LLP

2024 Election - Implications on Private Equity & Private Credit

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Potential Election Impacts on the Private Equity and Private Credit Sectors - While the 2024 election cycle may introduce temporary uncertainty, the convergence of positive economic trends such as waning inflation,...more

Cooley LLP

D&O Questionnaires: How In-House Practitioners Must Use Their Judgment (Part 2)

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Here is Part 2 of a two-part blog series about nine aspects of the D&O questionnaire process for which in-house lawyers must use their judgment (here is Part 1 covering the first three aspects and more)...more

Orrick, Herrington & Sutcliffe LLP

Tech Debt is Common. What does it mean for IPO readiness from a cybersecurity perspective?

Most high-growth companies have technical debt: work owed to IT or software development due to shortcuts that advance the business. That’s natural. But what if the debt carries security risks? Orrick capital markets partner...more

A&O Shearman

Undeterred By Recent Court Loss, SEC Charges Four Companies With Inadequate Cyber Disclosures In The Aftermath Of SolarWinds...

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On October 22, 2024, the SEC announced that it had entered into settlements with four separate companies for making allegedly misleading disclosures about how they were impacted by the SolarWinds data breach in 2019. The...more

Kramer Levin Naftalis & Frankel LLP

SEC Announces Penalties Against Four Companies for Downplaying Severity of SolarWinds Cybersecurity Breach in Disclosures

On Oct. 22, 2024, the Securities and Exchange Commission announced that it charged four technology companies with making materially misleading disclosures about the effect the SolarWinds cyberattack had on these issuers. To...more

Robinson+Cole Data Privacy + Security Insider

Four Companies Settle Allegations of Deceptive Cyber Disclosures with SEC

This week, the Securities and Exchange Commission (SEC) charged four public companies for alleged deceptive cyber disclosures: Unisys Corp., Avaya Holdings Corp., Check Point Software Technologies Ltd., and Mimecast Limited....more

Goodwin

SEC EXAMS Division 2025 Priorities Signal Continued Scrutiny of Broker-Dealers

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The SEC Division of Examinations (EXAMS) recently published its list of priorities for 2025, providing a roadmap for broker-dealers and other registrants to better understand where examination teams will focus their efforts...more

Keating Muething & Klekamp PLL

SEC Fines Four Companies $7M for Violating Cyber Disclosure Rules

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

Cooley LLP

SEC Enforcement mini-sweep charges hypothetical risk factors and other misleading cyber disclosures

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On Tuesday, the SEC announced settled charges against four companies for “making materially misleading disclosures regarding cybersecurity risks and intrusions. The charges against the companies, Unisys Corp., Avaya Holdings...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for September 2024

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Each month, we publish a roundup of the most important SEC enforcement developments for busy in house lawyers and compliance professionals. This month included the SEC’s fiscal year end and a large number of enforcement...more

DLA Piper

From Expert to Director: How to Navigate the Complexities and Scrutiny of Public Company Board Service

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Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more

Jones Day

SEC's and Private Litigants' Continued Focus on "AI Washing"

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On September 4, 2024, U.S. Securities and Exchange Commission ("SEC") Chair Gary Gensler reiterated concerns about artificial intelligence-related ("AI") disclosures and the need for companies to communicate accurately about...more

Vinson & Elkins LLP

[CLE Hybrid Event] Fourth Annual Navigating the Annual Meeting and Reporting Season - November 21st, Houston, TX

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In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more

Foley Hoag LLP

SEC Short Sale Disclosure Rules & Upcoming Compliance Date

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On October 13, 2023, the SEC adopted Rule 13f-2 and related Form SHO pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). Rule 13f-2 seeks to address Congress’ directive under Section 929X of the Dodd-Frank...more

Dechert LLP

Cash Sweep Programs Face Increasing Scrutiny from Regulators and Investors

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Recent months have seen a significant increase in litigation around, and regulatory scrutiny by the SEC and FINRA of, cash sweep programs offered to retail advisory clients and brokerage customers. Many of these...more

Cooley LLP

D&O Questionnaires: How In-House Practitioners Must Use Their Judgment

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It’s that time of year. Time to dust off your D&O questionnaire and figure out what to do now for the upcoming proxy season. The D&O questionnaire is an important part of the proxy drafting process....more

Cooley LLP

Are responses to failed say-on-pay votes consequential?

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Are you ever surprised that more companies don’t fail their say-on-pay votes? Say on pay was adopted by the SEC under a Dodd-Frank mandate signed into law against the backdrop of the 2008 financial crisis. The mandate was...more

Troutman Pepper

Cyber Incident Response Checklist for SEC Compliance

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By now, public companies are generally aware of the cybersecurity rules adopted by the U.S. Securities and Exchange Commission a year ago, requiring public companies to disclose material cybersecurity incidents under Item...more

BCLP

Time to Get Ready for the 2025 Reporting Season

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As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...more

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