On Tuesday, the SEC filed a complaint in the D.C. federal district court alleging that Elon Musk ignored the Section 13(d) beneficial ownership reporting deadline when, in March 2022, he acquired more than 5% of outstanding...more
1/17/2025
/ Beneficial Owner ,
Corporate Governance ,
Corporate Misconduct ,
Disclosure Requirements ,
Elon Musk ,
Enforcement Actions ,
Investors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Violations
Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more
1/15/2025
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Executive Compensation ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders
In the last couple of months of 2024, the FASB issued some “invitations to comment” intended to allow FASB stakeholders to express their views on whether or not the FASB should pursue the projects identified. It could well...more
1/14/2025
/ Copyright ,
Disclosure Requirements ,
FASB ,
Financial Regulatory Reform ,
Financial Reporting ,
GAAP ,
Intangible Property ,
Investors ,
Key Performance Indicators (KPIs) ,
Patents ,
Popular ,
Trademarks
On Friday, the SEC announced settled charges against Vince McMahon, founder, controlling shareholder and former Executive Chair and CEO of World Wrestling Entertainment, for “knowingly circumventing WWE’s internal accounting...more
1/13/2025
/ Controlling Stockholders ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Reporting ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Regulation ,
Shareholders
At the end of last year, the SEC announced settled charges against Entergy Corporation, a Louisiana-based utility company with shares traded on the NYSE, for failure to maintain internal accounting controls adequate to ensure...more
Corp Fin has announced that, presumably in light of the imminent government shutdown, if you want Corp Fin to “consider a request for acceleration of the effective date of a pending registration statement or qualification of...more
Nasdaq is proposing a rule change to modify the initial listing requirements related to liquidity. More specifically, Nasdaq is proposing to change Listing Rules 5405 and 5505 to require that a company seeking to list on the...more
The SEC has announced settled charges against Becton, Dickinson and Company, a medical device manufacturer known as BD listed on the NYSE, for “repeatedly misleading investors about risks associated with its continued sales...more
The SEC has announced settled charges against Express, Inc., a multi-brand American fashion retailer formerly listed on the NYSE, for failing to disclose over a three-year period almost $1 million in perks provided to its now...more
But apparently there’s one looming—serious enough to cause Corp Fin to issue its now-standard shutdown announcement. The shutdown deadline is Friday night, and apparently there’s currently an impasse over farm aid. Corp Fin’s...more
(This post updates my post of December 12 to add further discussion of the decision.) -
In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a...more
The SEC has just announced the departure of Corp Fin Director Erik Gerding at the end of this year. On his departure, Cicely LaMothe, the current Corp Fin Deputy Director, Disclosure Operations, will serve as Acting...more
In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a proposal to provide free access to a board recruiting service. The new listing rules adopted...more
After the alarming murder of an insurance company CEO last week, questions about protection and security for CEOs and other executives are suddenly high on the agenda for boards of directors. A big concern: will there be...more
In this article from the Harvard Business Review, the authors, from global leadership advisory firm ghSMART, discuss the growing number of instances in which companies appoint CEOs from the board. According to the article,...more
In this post on the CLS Blue Sky Blog, two leading authorities on securities law, Professors John C. Coffee, Jr. and Joel Seligman, take a crack at prognosticating about SEC regulation—and even the SEC itself—under the next...more
As widely reported, former SEC Commissioner Paul Atkins (2002-2008) is to be nominated to serve as SEC Chair. This WSJ op-ed describes him as the “anti-Gensler”—the “opposite of Mr. Gensler in temperament and regulatory...more
The SEC has announced that it filed settled charges against Kiromic BioPharma and two of its executives for alleged failure to disclose in its public statements and filings, including in its public offering prospectus,...more
When SCOTUS granted cert. in SEC v. Jarkesy, the case challenging the constitutionality of the SEC’s administrative enforcement proceedings, one of the questions presented was whether the statute granting authority to the SEC...more
Back in February, in ISS v. SEC, the D.C. Federal District Court vacated the SEC’s 2020 rule that advice from proxy advisory firms was a “solicitation” under the proxy rules. Both the SEC and National Association of...more
In November 2023, the SEC approved new Nasdaq listing standards related to notification and disclosure of reverse stock splits. (See this PubCo post.) The rules were designed to “enhance the ability for market participants to...more
Last week, the SEC announced settled charges against United Parcel Service Inc. for failing to take an appropriate goodwill impairment charge for a poorly performing business unit, thus materially misrepresenting its...more
On the heels of Chair Gary Gensler’s announcement of his departure on January 20, SEC Commissioner Jaime Lizárraga has issued a statement announcing his departure, effective January 17, 2025. The statement indicates that he...more
In a statement, the SEC has announced that Chair Gary Gensler will step down from his position at noon on January 20, 2025. That’s of course the time when the new president is sworn in, so it’s not exactly a surprise....more
In this settled action, In the Matter of Elanco Animal Health, Inc., Elanco, a manufacturer and seller of animal health products, such as flea and tick medications, was charged with “failure to disclose material information...more