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)
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 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
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 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
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 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
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
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
Overview On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments and certain enhanced disclosure requirements related to Rule 10b5-1 trading plans. The new amendments include...more
Introduction -
On August 25, the U.S. Securities and Exchange Commission (SEC) adopted (with the two Republican SEC commissioners dissenting) final pay-versus-performance rules mandated by the Dodd-Frank Wall Street Reform...more
A complaint recently filed by the SEC against Vale S.A., a Brazilian mining company with U.S.-traded American Depository Receipts (ADRs), signals an increased risk of enforcement actions targeting misrepresentations and...more
On March 21, the SEC proposed a highly anticipated set of rules that would require public companies to include a suite of climate-related disclosures in their SEC filings. Although the SEC published guidance in 2010...more
On February 9, the Securities and Exchange Commission (SEC) proposed new rules to enhance and standardize registrants’ disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting. While...more
On December 15, the Securities and Exchange Commission (SEC) proposed rule amendments regarding the availability of the Rule 10b5-1(c)(1) affirmative defense to insider trading liability and enhanced disclosure requirements....more
On March 9, the Securities and Exchange Commission (SEC) clarified guidance for applications for confidential treatment. We previously reported on the SEC’s updated confidential treatment process here. The clarifications...more
As public companies prepare for the 2021 reporting season, they will need to consider new SEC disclosure requirements and guidance. In addition, public companies must evaluate the impact of the COVID-19 pandemic (COVID-19),...more
Regardless of your view of the efficacy of ESG disclosure for publicly-traded companies, investors increasingly are insisting on it, and the advisors that can profit from it the most – proxy advisory firms, large accounting...more
On September 11, the U.S. Securities and Exchange Commission (SEC) announced the adoption of rules to update and expand the disclosures that banking registrants provide to investors. The new rule has been long in the making....more
On August 26, the SEC modernized the disclosure requirements in Items 101 (Description of Business), 103 (Legal Proceedings), and 105 (Risk Factors) of Regulation S-K, reflecting the first significant revisions to these...more
On June 23, 2020, in light of the ongoing global COVID-19 pandemic, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9A (the Supplemental Guidance),...more