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 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
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
On November 22, 2023, the SEC issued an order postponing the effective date of rules that would require issuers to include detailed disclosures in periodic reports related to their share repurchases (the “Repurchase Rule”)....more
On October 10, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted certain of its proposed changes to modernize the rules governing beneficial ownership reporting. However, not all proposed rules were adopted;...more
The weather may be cooling down, but the Securities and Exchange Commission (“SEC”) did not cool down its pace of rulemaking during the third quarter of 2023. The SEC adopted its highly anticipated cybersecurity disclosure...more
10/2/2023
/ 10b5-1 Plans ,
Capital Markets ,
Compliance ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
EU ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On July 26, 2023, the Securities and Exchange Commission (“SEC”) adopted final rules, rule amendments and form amendments to expand and standardize disclosures regarding cybersecurity risk management, strategy, governance,...more
7/28/2023
/ Amended Regulation ,
Amended Rules ,
Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Deadlines ,
Disclosure Requirements ,
Final Rules ,
Form 8-K ,
Investors ,
Policies and Procedures ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Risk Management ,
Securities and Exchange Commission (SEC)
Although the U.S. Securities and Exchange Commission (“SEC”) has not yet adopted the highly-anticipated final rules on climate change disclosure, in the second quarter of 2023 the SEC continued its heated pace of rulemaking....more
6/27/2023
/ Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Insider Trading ,
New Rules ,
Proposed Amendments ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Trading Plans
On Friday, May 12, 2023, the U.S. Chamber of Commerce announced that it had filed a lawsuit against the SEC to prevent implementation of the SEC’s new Share Repurchase Disclosure Modernization rules, which KMK has recently...more
5/18/2023
/ Administrative Procedure Act ,
Appeals ,
Biden Administration ,
Class Action ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement ,
New Rules ,
Publicly-Traded Companies ,
Repurchase Agreements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases ,
U.S. Commerce Department
On May 3, 2023, the Securities and Exchange Commission adopted amendments to Item 703 of Regulation S-K which were proposed in December 2021 as part of the SEC’s goal of “improving the quality, relevance and timeliness” of...more
5/8/2023
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Equity Securities ,
Publicly-Traded Companies ,
Repurchase Agreements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders ,
Stock Options ,
Stock Repurchases
On February 22, 2023, the New York Stock Exchange (NYSE) and on February 24, 2023, Nasdaq filed proposed listing standards with the U.S. Securities and Exchange Commission (SEC) to adopt executive compensation recovery rules....more
During the third quarter of 2022, the SEC amended rules governing proxy voting advice, proposed amendments to shareholder proposal regulation, and adopted its long-awaited final pay versus performance disclosure rules (a...more
10/5/2022
/ Amended Rules ,
Capital Markets ,
Corporate Governance ,
Exclusions ,
New Rules ,
Proposed Rules ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
After proposing an unprecedented volume of rules in the first quarter of 2022 related to ESG, cybersecurity risk management, insider trading, and issuer repurchases, among other rules, the Securities and Exchange Commission...more
7/8/2022
/ Clawbacks ,
Confidentiality Agreements ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Electronic Filing ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Whistleblower Protection Policies
On March 21, 2022, the Securities and Exchange Commission (“SEC”) at a virtual open meeting proposed rules to expand and standardize issuers’ climate-related disclosures. The proposed rules would utilize mandatory,...more
3/23/2022
/ Annual Reports ,
Climate Change ,
Comment Period ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In a move we expect will pave the road for an increase in proxy contests, on November 17, 2021, the Securities and Exchange Commission adopted new Rule 14a-19 and amendments to existing rules under the Securities Exchange Act...more
11/19/2021
/ Board of Directors ,
Comment Period ,
Corporate Governance ,
Directors ,
Disclosure Requirements ,
New Regulations ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Public Comment ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On September 22, 2021, the Commission’s Division of Corporation Finance published a sample letter to companies regarding climate change disclosure. The letter contains sample comments that the Division may issue to companies...more
9/28/2021
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Division of Corporate Finance ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Supervisory Guidance