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Securities Regulation Corporate Governance

Ropes & Gray LLP

Capital Markets & Governance Insights - October 2024

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SEC Developments - In Twin Actions, SEC Charges Former Kubient CEO for Fraud and Former CFO and Audit Committee Chair for Failing to Investigate and Perpetuating CEO’s Fraud....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

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

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

BCLP

Modernizing UK Trade Settlement Standard: The Road Ahead

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The Accelerated Settlement Taskforce is currently examining a potential migration by the U.K. from a so-called T+2 to a T+1 settlement standard, i.e., reducing the time it takes for securities transactions to settle, having...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

Bass, Berry & Sims PLC

SEC Charges Former Public Company Director and CEO with Concealing Close Friendship with Company Executive

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As most public companies enter their fourth fiscal quarter and look ahead to filing their Form 10-Ks and proxy statements, a recent settlement agreement announced by the Securities and Exchange Commission (the SEC) serves as...more

Bradley Arant Boult Cummings LLP

Whistleblower Language in Separation Agreements Results in Large Settlements with SEC

On September 9, 2024, the Securities and Exchange Commission (SEC) announced settlements with seven public companies relating to their use of separation agreements that the SEC says violate whistleblower protection rules by...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - October 2024

Ninth Circuit Affirms Dismissal of Insider Trading Claims Against Satellite Operator Investors Based on Stock Sales After FCC Chairman Vote - In re Silver Lake Grp., LLC Sec. Litig. (9th Cir. July 24, 2024) What to...more

A&O Shearman

SEC Charges Company With Reg FD Violations For Disclosing Information Via Posts On CEO’s Social Media Accounts

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On September 26, 2024, the Securities and Exchange Commission (“SEC” or “the Commission”) charged a sports-betting company (the “Company”) with violating Regulation Fair Disclosure (“Reg FD”) by disclosing material, nonpublic...more

A&O Shearman

Eastern District Of New York Grants In Part And Denies In Part Motion To Dismiss Securities Class Action Against Online Clothing...

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On September 25, 2024, Judge Orelia E. Merchant of the United States District Court for the Eastern District of New York granted in part and denied in part a motion to dismiss a putative securities class action against an...more

Jenner & Block

Client Alert: Key Takeaways from SEC Fraud Charges Against the CEO, CFO, and Audit Committee Chair of Kubient

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Earlier this month, the SEC brought accounting fraud charges in the U.S. District Court for the Southern District of New York against the CEO, CFO, and Audit Committee Chair of Kubient, a company that purported to use AI...more

A&O Shearman

Southern District Of Florida Dismisses Securities Fraud Claim Against Equity Fund Alleging “Scheme” To Inflate Company Stock Price...

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On September 13, 2024, Judge K. Michael Moore of the United States District Court for the Southern District of Florida dismissed a complaint alleging that an equity fund (the “Company”), its affiliate companies, and several...more

Cadwalader, Wickersham & Taft LLP

SEC Approves Nasdaq Corporate Governance Rule Amendments to Cure Periods and Phase-In Schedules

On August 26, 2024, the U.S. Securities and Exchange Commission (SEC) issued an order approving  proposed amendments by The Nasdaq Stock Market LLC (Nasdaq) to clarify and modify the phase-in schedules for certain corporate...more

Skadden, Arps, Slate, Meagher & Flom LLP

Multinationals Face Challenges as They Prepare To Comply With the EU’s Sustainability Reporting Law

As the deadlines approach for multinationals to make their first disclosures under the Corporate Sustainability Reporting Directive (CSRD), the EU’s new sustainability reporting law, they are confronting the significant time...more

The Volkov Law Group

SEC Outlines “Effective Cooperation” Standard

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The Securities and Exchange Commission is catching up to DOJ.  Not in enforcement but in transparency. After years of criticism, the Justice Department has set the gold standard for transparency and providing guidance on...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Regulatory Update - August 2024

查看中文 This update primarily provides an overview of key regulatory developments in the second quarter of 2024 relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx) and their...more

Skadden, Arps, Slate, Meagher & Flom LLP

New Resource Extraction Payment Disclosures Due September 26, 2024

Securities and Exchange Commission (SEC) reporting companies with fiscal years ending December 31 that engage in the commercial development of oil, natural gas or minerals are required to file a Form SD with the SEC by...more

Stikeman Elliott LLP

CSA Propose Amendments Related to CSE’s Senior Tier, Majority Voting, Escrow Agreements and More

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The Canadian Securities Administrators (“CSA”) recently published for comment proposed amendments and changes to certain national instruments and policies to: (i) address the Canadian Securities Exchange’s (“CSE”) creation of...more

BCLP

ICAHN Settles With SEC for Failures to Disclose Key Details of Margin Loan Stock Pledges - Teaching Moment for Directors and...

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On August, 19, 2024, the SEC announced settled charges against Carl C. Icahn and his publicly traded company, Icahn Enterprises L.P. (IEP), for failing to disclose information relating to Icahn’s pledges of IEP securities –...more

Perkins Coie

The SEC’s Climate Rules: Item 1502(e)’s Transition Plan Disclosure (Including Annual Progress)

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This is another in a series of blogs we will be posting breaking down the SEC’s new climate disclosure rules. We’re near the end of Regulation S-K Item 1502, Strategy. For the full text, see pages 852 through 855 of the...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

The Volkov Law Group

Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly

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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

Saul Ewing LLP

Public Companies Quarterly Update (Q2 2024)

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Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more

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