News & Analysis as of

Internal Controls Disclosure Requirements

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

Fenwick & West LLP

The CrowdStrike Ripple Effect: Ongoing Reporting Implications for Public Companies

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Companies impacted by CrowdStrike’s defective software update should consider the following long-term reporting implications...more

Akin Gump Strauss Hauer & Feld LLP

Cybersecurity After SolarWinds: Practical Guidance for CISOs Under the New Rules

Judge Engelmayer’s 107-page dismissal of most of the U.S. Securities and Exchange Commission (SEC)’s claims against SolarWinds provides valuable guidance, and some comfort, for public companies and Chief Information Security...more

WilmerHale

Making the Connection - What Do Recent SEC Enforcement Actions Mean for Cyber Controls?

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On July 18, 2024, the U.S. District Court for the Southern District of New York dismissed most of the claims brought by the Securities and Exchange Commission (the “Commission”) against SolarWinds Corp. and its Chief...more

Steptoe & Johnson PLLC

New York Federal Court Refuses to Extend Accounting Controls Requirements to Cybersecurity Controls

Section 13(b)(2)(B) of the Securities Exchange Act of 1934 requires public companies to “devise and maintain a system of internal accounting controls.” In a recent opinion, a New York federal court rejected the Securities...more

Skadden, Arps, Slate, Meagher & Flom LLP

Takeaways From the Dismissal of SEC Claims Against SolarWinds and Its CISO

The U.S. District Court for the Southern District of New York has dismissed many of the Securities and Exchange Commission’s (SEC’s) claims against software development company SolarWinds and its chief information security...more

A&O Shearman

Judge dismisses most of SEC’s suit against SolarWinds over cybersecurity disclosures

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On July 18, 2024, U.S. District Judge Paul Engelmayer of the U.S. District Court for the Southern District of New York issued a comprehensive 107-page opinion that may have significant implications for the Securities and...more

NAVEX

The Value of a Platform Approach to Compliance

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Think of it as the compliance version of The Butterfly Effect – a small, unnoticed, action, or failure to act, somewhere in the organization that balloons over time into a much larger, material issue. Maybe an employee is...more

White & Case LLP

Judge Rejects SEC’s Aggressive Approach to Cybersecurity Enforcement

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On July 18, 2024, a New York federal judge dismissed most of the US Securities and Exchange Commission’s ("SEC") claims against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer...more

Holland & Knight LLP

Court in SolarWinds Case Blows Down SEC's Cyber Enforcement Authority

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The U.S. District Court for the Southern District of New York on July 18, 2024, dismissed most of the SEC's landmark cyber enforcement litigation against SolarWinds Corp. (SolarWinds or the Company) and the Company's Chief...more

The Volkov Law Group

SEC Expands Internal Controls Provision to Cover Cybersecurity Incidents and Reaches $2.1 Million Settlement with R.R. Donnelley &...

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In a significant expansion of internal controls enforcement, the SEC announced a $2.1 million settlement with R.R. Donnelley & Sons Co. (“RRD”) for its handling of a 2021 ransomware attack and resulting disclosure failures. ...more

Holland & Knight LLP

SEC Expands Scope of Internal Accounting Controls in Cybersecurity Breach Settlement

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The SEC continues to expand its cybersecurity enforcement authority to include allegations that a company's failure to monitor its managed security service providers (MSSP) amounts to violations of federal securities laws....more

Latham & Watkins LLP

Key Regulatory Updates for Hong Kong Listed Companies - January/February 2024

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The updates include a report from the Stock Exchange of Hong Kong Limited on review of issuers’ annual reports, a summary of private reprimands, and disciplinary actions....more

NAVEX

Navigating the Landscape: Exploring the UK Corporate Governance Code and its Guiding Principles

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In the United Kingdom's corporate governance, a development recently emerged with the introduction of the UK Corporate Governance Code and its accompanying Guidance. This change aims to provide more transparent, accessible...more

Goodwin

The Coming Storm: Preparing for The SEC's Final Climate-Related Disclosure Rules

Goodwin on

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules that will require expansive new climate-related disclosures in Form 10-K and Form 20-F annual reports and most registration statements....more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Regulatory Update - March 2024

查看中文 This update provides an overview of key regulatory developments in the fourth quarter of 2023 relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx) and their advisers....more

BCLP

UK Corporate Briefing - March 2024

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more

White & Case LLP

Key Considerations for the 2024 Annual Reporting Season: Your Upcoming Form 20-F and other FPI-Specific Considerations

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This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2024 annual reporting season, divided into two sections: Form 20-F Housekeeping...more

Pillsbury Winthrop Shaw Pittman LLP

AI and the “G” in ESG

As artificial intelligence (AI) expands into virtually every industry, companies should consider AI’s potential impacts on corporate governance and internal controls. Companies should integrate AI thoughtfully to ensure...more

A&O Shearman

FRC publishes revised UK Corporate Governance Code

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On 22 January 2024, the FRC published a revised edition of the UK Corporate Governance Code (the Code). This follows on from the consultation on several important changes to the Code that it launched in May 2023 (see our...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for Non-US Issuers

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Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for US Issuers

Latham & Watkins LLP on

Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

Pillsbury Winthrop Shaw Pittman LLP

The Crossroads of Cybersecurity and National Security: Delaying Disclosure of Incidents under the SEC’s New Cybersecurity Rule

In recent guidance, the Department of Justice made clear that it will very rarely grant an extension of registrants’ deadline to disclose material cybersecurity incidents under the SEC’s Final Rules. Under the Securities and...more

White & Case LLP

Key Considerations for Updating 2023 Annual Report Risk Factors

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With the 2023 annual report season upon us, it is time for companies to take stock of risk factors for 10-Ks and 20-Fs, and consider whether recent economic, political, technological, and regulatory developments have had (or...more

Wilson Sonsini Goodrich & Rosati

Charter Communications Fined $25 Million for Violating Stock Buyback Related Internal Accounting Controls Requirements

On November 14, 2023, the U.S. Securities and Exchange Commission (SEC), with two Commissioners dissenting, announced settled charges against Charter Communications Inc. (Charter) for violating internal accounting controls...more

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