As many spent the first quarter chasing their New Year’s fitness goals, so, too, did the SEC, resolving to trim down its climate rules and bulk up other key guidance. In this Snapshot, we review the agency’s decision to walk...more
On February 27, 2025, the Financial Crimes Enforcement Network (“FinCEN”) announced that it will not issue any fines or penalties or initiate any other enforcement action against companies that do not file or update...more
3/3/2025
/ Beneficial Owner ,
Compliance ,
Corporate Transparency Act ,
Disclosure Requirements ,
Enforcement Actions ,
Filing Deadlines ,
FinCEN ,
Interim Rule ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Temporary Hold
On February 17, a federal judge in Texas lifted a preliminary injunction issued in Smith v. United States Department of the Treasury, removing the last legal hurdle to the enforcement of the Corporate Transparency Act...more
2/19/2025
/ Beneficial Owner ,
Corporate Transparency Act ,
Enforcement Actions ,
Enforcement Priorities ,
Filing Deadlines ,
FinCEN ,
National Security ,
Popular ,
Preliminary Injunctions ,
Reporting Requirements ,
U.S. Treasury
Public companies navigating the 2025 proxy season just got some breathing room—at least when it comes to excluding certain shareholder proposals. Last week, the Staff of the SEC’s Division of Corporation Finance—in a...more
2/18/2025
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
Last Friday, the United States Supreme Court lifted a nationwide injunction originally issued by the U.S. District Court for the Eastern District of Texas (and later upheld by the Fifth Circuit Court of Appeals) in Texas Top...more
Yesterday, the United States Supreme Court reinstated the Corporate Transparency Act (the “CTA”) and allowed its reporting obligations to go into effect pending a challenge to the law’s merits in the U.S. Court of Appeals for...more
As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more
1/6/2025
/ Annual Reports ,
Board of Directors ,
Climate Change ,
Corporate Executives ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Insider Trading ,
Nasdaq ,
Policies and Procedures ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trump Administration ,
XBRL Filing Requirements
As previously reported, on December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction on the enforcement of the Corporate Transparency Act (the “CTA”) and its...more
12/27/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Business Ownership ,
Corporate Transparency Act ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Smaller Reporting Companies ,
Stays ,
Time Extensions
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s board diversity rules, which were designed to increase representation of women and minorities on corporate boards. Since 2023, the...more
As the January 1, 2025 reporting deadline for beneficial ownership information under the Corporate Transparency Act (“CTA”) quickly approaches, the United States District Court for the Eastern District of Texas (“Court”)...more
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
10/25/2024
/ Civil Monetary Penalty ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Fines ,
Privacy Laws ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
As the summer heat fades and leaves begin to fall, so, too, does the Securities and Exchange Commission’s regulatory momentum—at least for now. With the presidential election on the horizon, the fate of several key rulemaking...more
10/2/2024
/ Artificial Intelligence ,
Climate Change ,
Disclosure ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Nasdaq ,
Proposed Rules ,
Regulatory Authority ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On July 8, 2024, the Financial Crimes Enforcement Network (“FinCEN”) issued additional FAQs relating to the Corporate Transparency Act (the “CTA”). More specifically, FinCEN provided helpful guidance pertaining to the...more
The SEC released a statement from Division of Corporation Finance Director Erik Gerding on June 24, 2024 reflecting Gerding’s opening remarks and the matters discussed on a panel addressing the Division's Disclosure Review...more
After a few years of proposing and adopting an unprecedented number of new rules, the Securities and Exchange Commission moderated its rule adoption activities in the second quarter of 2024. During the quarter, the SEC...more
7/10/2024
/ Chevron Deference ,
Chevron v NRDC ,
Climate Change ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Incident Response Plans ,
Loper Bright Enterprises v Raimondo ,
Regulatory Authority ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Statutory Interpretation
On April 18, 2024, the Financial Crimes Enforcement Network (“FinCEN”) issued additional FAQs relating to the Corporate Transparency Act (the “CTA”). More specifically, FinCEN provided helpful guidance pertaining to the...more
\On April 5, 2024, a jury in Federal Court in California found that the SEC established that Defendant Matthew Panuwat was liable under a civil misappropriation theory of insider trading violations of Section 10(b) of the...more
The U.S. Securities and Exchange Commission announced on April 4, 2024 that it is voluntarily delaying the implementation of its climate disclosure regulations while it fights an Eighth Circuit Court challenge seeking to...more
While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits. In this Snapshot, we review the legal challenges facing the SEC’s...more
4/1/2024
/ Climate Change ,
Disclosure Requirements ,
Diversity ,
Final Rules ,
Greenhouse Gas Emissions ,
Nasdaq ,
Proxy Advisors ,
Proxy Season ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Securities ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Repurchases
On March 15, 2024, the U.S. Court of Appeals for the Fifth Circuit issued a stay of the Securities and Exchange Commission’s new climate-disclosure rules, which were adopted March 6. The three-judge panel granted the requests...more
On March 6, 2024, the Securities and Exchange Commission adopted its highly anticipated climate-related disclosure rules. The rules faced public scrutiny since their proposal two years ago, with the SEC receiving more than...more
3/15/2024
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On February 20, 2024, the Financial Crimes Enforcement Network (“FinCEN”) published a small entity compliance guide (the “Guide”) that provides an overview of the requirements regarding access to beneficial ownership...more
On March 1, 2024, a Federal District Court in Alabama held that the Corporate Transparency Act (the “CTA”) is unconstitutional. The Court reasoned that the plaintiffs were entitled to summary judgment because the CTA “exceeds...more
On February 28, 2024, the SEC announced it will consider final rules for climate-related disclosures on March 6, 2024...more
As 2023 comes to an end, we reflect on how active the Securities and Exchange Commission’s rulemaking agenda was throughout the year. As companies prepare for their annual reports and proxy statements, we summarize new...more