\On April 5, 2024, a jury in Federal Court in California found that the SEC established that Defendant Matthew Panuwat was liable under a civil misappropriation theory of insider trading violations of Section 10(b) of the...more
The U.S. Securities and Exchange Commission announced on April 4, 2024 that it is voluntarily delaying the implementation of its climate disclosure regulations while it fights an Eighth Circuit Court challenge seeking to...more
While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits. In this Snapshot, we review the legal challenges facing the SEC’s...more
4/1/2024
/ Climate Change ,
Disclosure Requirements ,
Diversity ,
Final Rules ,
Greenhouse Gas Emissions ,
Nasdaq ,
Proxy Advisors ,
Proxy Season ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Securities ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Repurchases
On March 15, 2024, the U.S. Court of Appeals for the Fifth Circuit issued a stay of the Securities and Exchange Commission’s new climate-disclosure rules, which were adopted March 6. The three-judge panel granted the requests...more
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
On February 28, 2024, the SEC announced it will consider final rules for climate-related disclosures on March 6, 2024...more
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 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
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
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