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
8/13/2024
/ Accounting Standards ,
Chief Information Security Officer (CISO) ,
Cyber Attacks ,
Disclosure Requirements ,
Dismissals ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Fraud ,
Internal Controls ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
SolarWinds
The Public Company Accounting Oversight Board (PCAOB) has had one of its busiest years in recent memory, including with respect to standard setting, inspections and enforcement. Below is a summary of notable developments that...more
10/30/2023
/ American Bar Association (ABA) ,
Audit Committee ,
Audited Financial Statements ,
Audits ,
Comment Period ,
Corporate Governance ,
GAAP ,
Inspections ,
Non-GAAP Financial Measures ,
PCAOB ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Standards ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more
12/30/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The long-anticipated rules regarding recovery of erroneously awarded incentive-based compensation, commonly referred to as a “clawback,” were adopted by the Securities and Exchange Commission by a 3-2 vote on October 26,...more
10/31/2022
/ Clawbacks ,
Corporate Counsel ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
Incentive Compensation ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Last week, the Securities and Exchange Commission (SEC) filed a complaint in U.S. District Court against a company’s director, former CEO and former CFO for allegedly making false and misleading statements to the company’s...more
9/29/2022
/ Auditors ,
Corporate Counsel ,
Corporate Officers ,
Directors ,
Enforcement Actions ,
Government Investigations ,
Misleading Statements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more
7/26/2022
/ Comment Period ,
Corporate Governance ,
Proposed Amendments ,
Proposed Rules ,
Proxy Voting ,
Proxy Voting Guidelines ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more
12/28/2021
/ Amended Regulation ,
Closed-End Funds ,
Comment Period ,
Corporate Issuers ,
Disclosure Requirements ,
Foreign Issuers ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Investment Funds ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Share Buybacks ,
Stock Repurchases
Yesterday, the Securities and Exchange Commission issued an Order granting conditional regulatory relief from certain filing obligations under the Securities Exchange Act of 1934 for companies facing challenges in meeting...more
3/5/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Form 20-F ,
Publicly-Traded Companies ,
Relief Measures ,
Risk Management ,
Rule 144 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Following a 3-2 vote last week, the Securities and Exchange Commission has released two pieces of guidance related to the proxy voting process:
..Commission Guidance Regarding Proxy Voting Responsibilities of Investment...more