The Corporate Transparency Act ("CTA") reporting requirements take effect on January 1, 2024. The CTA requires many entities to disclose ownership information to the Financial Crimes Enforcement Network (“FinCEN”)...more
12/4/2023
/ Beneficial Owner ,
Business Entities ,
Business Ownership ,
Corporate Transparency Act ,
Disclosure Requirements ,
Extensions ,
Filing Deadlines ,
Financial Regulatory Reform ,
FinCEN ,
Regulatory Agenda ,
Reporting Requirements
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 June 5, 2023, the New York Stock Exchange (NYSE) filed Amendment No. 1 to its proposed listing standard related to the Securities and Exchange Commission’s (SEC) Rule 10D-1 (the “Clawback Rule”), extending the effective...more
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 April 24, 2023, the Securities and Exchange Commission extended the time period to take action on proposed listing standards to implement the Dodd-Frank “Clawback Rules.” As discussed in a previous blog post, the SEC...more
5/3/2023
/ Clawbacks ,
Dodd-Frank ,
Listing Rules ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Exchange ,
Time Extensions
Securities and Exchange Commission rulemaking continued at a brisk pace in the first quarter of 2023 as the Commission implemented several significant reporting and compliance regulations adopted in 2022. Final rules and...more
3/29/2023
/ 10b5-1 Plans ,
Clawbacks ,
Compensation ,
Compliance ,
Cooling-Off Rule ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
EU ,
Final Rules ,
Form 10-K ,
GAAP ,
Incentives ,
Principal Executive Officer ,
Reporting Requirements ,
Rulemaking Process ,
Securities ,
Securities and Exchange Commission (SEC) ,
Universal Proxy
On March 14, 2023, DXC Technology Company (“DXC”) settled with the Securities and Exchange Commission (“SEC”) for $8 million regarding alleged misleading disclosures in DXC’s public filings. The SEC claimed DXC made...more
3/29/2023
/ Anti-Fraud Provisions ,
Cease and Desist Orders ,
Corporate Net Income ,
Disclosure Requirements ,
Internal Controls ,
Misleading Statements ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Settlement
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
On December 15, 2022, the Financial Crimes Enforcement Network (“FinCEN”) issued a Notice of Proposed Rulemaking (the “NPRM”) that would implement provisions of the Corporate Transparency Act (the “CTA”) regarding access to...more
1/9/2023
/ Beneficial Owner ,
Civil Monetary Penalty ,
Confidentiality Policies ,
Corporate Transparency Act ,
Disclosure Requirements ,
Due Diligence ,
Financial Institutions ,
FinCEN ,
NPRM ,
Proposed Regulation ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Safeguards Rule
During the fourth quarter of 2022, the Securities and Exchange Commission continued its brisk pace of rulemaking across several disclosure initiatives. The Commission reopened the comment period for its share repurchase...more
1/3/2023
/ CDIs ,
Clawbacks ,
Comment Period ,
Cryptocurrency ,
Disclosure Requirements ,
Diversity ,
Inflation Reduction Act (IRA) ,
Nasdaq ,
Non-GAAP Financial Measures ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Stock Repurchases ,
Universal Proxy
On December 14, 2022, the Securities and Exchange Commission amended insider trading rules by adopting new trading restrictions and disclosures to address potential abuses by executives. According to SEC Chair Gary Gensler’s...more
On October 26, 2022, the Securities and Exchange Commission adopted the clawback rules required by Section 10D of the Securities Exchange Act of 1934, which was added over a dozen years ago by the Dodd-Frank Act. Stock...more
On September 29, 2022, the Financial Crimes Enforcement Network (“FinCEN”) issued the highly anticipated final rule, Beneficial Ownership Information Reporting Requirements (the “Final Rule”), implementing the beneficial...more
10/6/2022
/ Beneficial Owner ,
Corporate Transparency Act ,
Customer Due Diligence (CDD) ,
Employer Identification Number (EIN) ,
Final Rules ,
FinCEN ,
Income Taxes ,
Limited Liability Company (LLC) ,
New Regulations ,
Penalties ,
Reporting Requirements
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
At long last, on August 25, 2022, the Securities and Exchange Commission adopted the pay versus performance disclosure requirements directed by the Dodd-Frank Act over twelve years ago. The surprise rulemaking action is...more
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 May 2, 2022 the SEC’s Division of Corporation Finance issued a sample comment letter addressing disclosures companies should consider regarding Russia’s invasion of Ukraine. The SEC Staff believes companies should provide...more
5/9/2022
/ Currency Exchange ,
Disclosure Requirements ,
Economic Sanctions ,
Export Controls ,
Financial Transactions ,
Foreign Policy ,
Military Conflict ,
New Guidance ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Ukraine
During the first quarter of 2022, the Securities and Exchange Commission issued a flurry of proposed new rules and rule amendments. While the proposed rules on the enhancement and standardization of climate-related...more
4/8/2022
/ Beneficial Owner ,
Disclosure Requirements ,
New Amendments ,
New Regulations ,
Pay-for-Performance ,
Private Funds ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
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
On March 9, 2022, the Securities and Exchange Commission (“SEC”) proposed amendments to rules to expand and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...more
3/23/2022
/ Comment Period ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Form 8-K ,
Incident Response Plans ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation