In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more
3/31/2025
/ Accredited Investors ,
Acquisitions ,
CDIs ,
Corporate Sales Transactions ,
Disclosure Requirements ,
Investment ,
Lock-Up Agreement ,
Mergers ,
No-Action Letters ,
Registration Requirement ,
Regulatory Requirements ,
Rule 506(c) ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On December 16, 2024, the California Air Resources Board (CARB) requested public feedback to “help inform its work to implement” the Climate Corporate Data Accountability Act (SB 253) and the Climate-Related Financial Risk...more
On December 5, 2024, the California Air Resources Board (CARB) issued an Enforcement Notice regarding the Climate Corporate Data Accountability Act (SB 253), which will require companies “doing business” in California to...more
In late June, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released five new compliance and disclosure interpretations regarding the disclosure of material cybersecurity incidents...more
12/2/2024
/ Cyber Attacks ,
Cyber Incident Reporting ,
Cyber Insurance ,
Cybersecurity ,
Disclosure Requirements ,
Encryption ,
Form 8-K ,
Information Technology ,
Materiality ,
Ransomware ,
Reporting Requirements ,
Reputational Injury ,
Securities and Exchange Commission (SEC)
The Public Company Accounting Oversight Board (PCAOB) has delayed final action on its controversial June 2023 Noncompliance with Laws and Regulations (NOCLAR) standards proposal. The PCAOB website now indicates that the next...more
By now, public companies are generally aware of the cybersecurity rules adopted by the U.S. Securities and Exchange Commission a year ago, requiring public companies to disclose material cybersecurity incidents under Item...more
10/21/2024
/ Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Form 8-K ,
Incident Response Plans ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The march toward mandated corporate disclosures for climate-related risks continues. Despite significant pushback and substantial legal challenges, state legislatures and regulators are continuing to advance laws and rules...more
10/15/2024
/ California ,
CARB ,
Climate Action Plan ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Legislation ,
Pollution Control ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission’s (SEC) new accelerated Schedule 13G filing deadlines will become effective on September 30, 2024. On October 10, 2023, as part of an initiative to modernize beneficial ownership...more
On June 24, the staff of the U.S. Securities and Exchange Commission's (SEC) Division of Corporation Finance (Division of Corporation Finance) released five new Compliance & Disclosure Interpretations (C&DIs) relating to the...more
7/17/2024
/ C&DIs ,
Cyber Threats ,
Cybersecurity ,
Data Breach ,
Data Privacy ,
Data Protection ,
Disclosure Requirements ,
Enforcement Actions ,
Ransomware ,
Regulation FD ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
On May 21, 2024, Erik Gerding, the director of the Division of Corporation Finance of the Securities and Exchange Commission (SEC), released a statement containing guidance for public companies regarding the disclosure of...more
6/5/2024
/ Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Federal Breach Notification Standard ,
Final Rules ,
Form 8-K ,
New Guidance ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 6, the Public Company Accounting Oversight Board (PCAOB) held a virtual roundtable to discuss its June 6, 2023 proposed rule: Amendments to PCAOB Auditing Standards Related to a Company’s Non-Compliance with Laws and...more
On Wednesday, the SEC approved final rules for standardized climate-disclosure. A tabular summary of the final rules is available here. With two significant exceptions, the final rules are largely consistent with the proposed...more
3/11/2024
/ Climate Change ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Investment ,
Investors ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Nearly two years after first proposing new rules related to special purpose acquisition companies (SPACs), the U.S. Securities and Exchange Commission (SEC) has adopted final rules aimed at enhancing investor protections in...more
In the absence of comprehensive federal action, states and regulators are enacting legislation and issuing guidance requiring climate-related disclosures, stepping in to fill the void left by the U.S. Securities Exchange...more
1/30/2024
/ Climate Change ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Institutions ,
Financial Services Industry ,
Greenhouse Gas Emissions ,
NYDFS ,
Regulatory Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
On December 19, the U.S. Court of Appeals for the Fifth Circuit filed an order vacating the Securities and Exchange Commission's (SEC) share repurchase rule. This action officially kills the share repurchase rule, at least...more
On November 22, the Securities and Exchange Commission (SEC) issued an order postponing the Share Repurchase Disclosure Modernization Rule (the Repurchase Rule). The SEC’s announcement followed the U.S. Court of Appeals for...more
On November 22, the Securities and Exchange Commission (SEC) issued an order postponing the Share Repurchase Disclosure Modernization Rule (the Repurchase Rule). The SEC’s announcement follows the U.S. Court of Appeals for...more
On October 10, the Securities and Exchange Commission (SEC) adopted, by a bipartisan 4-1 margin, the final rules to amend and modernize the regulations governing beneficial ownership reporting under Sections 13D and 13G of...more
10/19/2023
/ Beneficial Owner ,
Business Ownership ,
Filing Deadlines ,
Final Rules ,
Regulatory Reform ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
California Governor Gavin Newsom signed two landmark bills into law on October 7, imposing stringent new requirements on large companies doing business in California to publicly report their annual greenhouse gas (GHG)...more
10/18/2023
/ California ,
CARB ,
Climate Change ,
Disclosure Requirements ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On June 3, the Public Company Accounting Oversight Board (PCAOB) proposed sweeping new auditing standards (PCAOB Release No. 2023-003) that would require auditors to consider a company’s noncompliance with laws and...more
8/7/2023
/ Amended Rules ,
Audit Reports ,
Auditors ,
Audits ,
Disclosure ,
Financial Statements ,
Investors ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Transparency
On July 26, the Securities and Exchange Commission (SEC) adopted, by a 3-2 margin, a final rule to require more immediate disclosure of material cybersecurity incidents by public companies. In addition, the final rule...more
The New York Stock Exchange (NYSE) and Nasdaq amended their previously proposed clawback listing standards on June 5 and June 6 respectively to give listed companies until December 1 to adopt required clawback policies. On...more
6/14/2023
/ Capital Markets ,
Clawbacks ,
Compensation & Benefits ,
Consumer Protection Act ,
Dodd-Frank ,
Executive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On May 3, the Securities and Exchange Commission (SEC) adopted rule amendments regarding disclosures about repurchases of an issuer's equity securities, or issuer stock buybacks. The final rule and fact sheet can be found...more
Recent updates from the Securities and Exchange Commission (SEC) make it likely that companies will need to finalize clawback policies compliant with the Dodd-Frank Act by early August 2023....more
On March 14, DXC Technology Company (DXC) settled charges alleged by the Securities and Exchange Commission (SEC) for $8 million. The SEC claimed that DXC made misleading disclosures and lacked adequate disclosure controls...more