The Fifth Circuit has vacated the opinion we discussed in our Oct. 30, 2023, client alert Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly Filed and...more
The U.S. Court of Appeals for the Fifth Circuit (Court) recently rejected challenges to Nasdaq’s “Board Diversity” framework. Those rules require Nasdaq-listed companies to report that they have, or explain why they do not...more
On Feb. 15, the Securities and Exchange Commission (SEC) adopted final rule amendments to Exchange Act Rule 15c6-1 to shorten the standard settlement cycle for most securities transactions from two business days after trade...more
Efforts to increase diversity at the top of public companies remain at the forefront of corporate consciousness and governance. As we have previously reported , stakeholder interest in diversified leadership has led to a...more
On April 1, 2022, the Superior Court of California, County of Los Angeles, granted a summary judgment motion that effectively struck down AB 979, a California statute requiring the boards of public corporations based in the...more
As noted in previous client alerts (including here), boardroom diversity continues to be an increasing focus of stakeholders ranging from legislators to institutional investors to retail stockholders. In recent years, their...more
On Dec. 22, 2020, the Staff of the Division of Corporation Finance (Staff) issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies to provide its views about certain disclosure considerations for...more
On Nov. 19, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures. ...more
On Sept. 21, 2020, SEC’s Division of Corporation Finance (Corp Fin) posted a Compliance and Disclosure Interpretation (CDI) regarding restrictions on Form S-3 eligibility for private companies that go public via merger into a...more
In January 2020, the Office of Compliance Inspections and Examinations (OCIE) included London Interbank Offered Rate (LIBOR) preparedness as an examination program priority in its 2020 Examination Priorities (2020...more
On May 21, the Securities and Exchange Commission (SEC) adopted amendments to its rules governing financial disclosures relating to acquisitions and dispositions of businesses. ...more
On March 4, the Securities and Exchange Commission (the Commission) proposed a set of amendments to the rules and regulations under the Securities Act of 1933, as amended (the Securities Act), to simplify, harmonize and...more
3/9/2020
/ Capital Raising ,
Crowdfunding ,
Harmonization Rules ,
Investor Protection ,
Investors ,
Issuer Exemption ,
Offerings ,
Private Placements ,
Proposed Amendments ,
Regulation A ,
Regulation D ,
Rule 504 ,
Rule 506(c) ,
Rulemaking Process ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications
On March 2, 2020, the Securities and Exchange Commission voted to adopt amendments to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of...more
3/5/2020
/ Amended Regulation ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Reporting ,
Guarantors ,
Regulation S-X ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Subsidiaries
On March 4, 2020, the Securities and Exchange Commission (the Commission) announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities law in...more
3/5/2020
/ Annual Reports ,
Best Practices ,
China ,
Coronavirus/COVID-19 ,
Emergency Management Plans ,
Filing Deadlines ,
Filing Requirements ,
Form S-3 ,
Form S-8 ,
Infectious Diseases ,
Public Health ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulatory Requirements ,
Relief Measures ,
Risk Management ,
Securities and Exchange Commission (SEC)
On Feb. 19, 2020, the SEC announced charges against Diageo plc, an alcoholic beverages company, arising out of its failure to make required disclosures of known trends with respect to alleged unsustainable overshipments of...more
2/27/2020
/ Beverage Manufacturers ,
Disclosure Requirements ,
Distributors ,
Enforcement Actions ,
Failure To Disclose ,
Financial Markets ,
Financial Statements ,
Inventory ,
MD&A Statements ,
Overstatement of Basis ,
Penalties ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Supply and Demand ,
Target Amounts ,
Wine & Alcohol
On Jan. 30, 2020, the SEC proposed amendments to modernize Management’s Discussion and Analysis (MD&A) financial disclosure requirements in Regulation S-K....more
2/5/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On Dec. 19, 2019, the Division of Corporation Finance of the SEC updated its guidance with respect to the SEC’s procedures for confidential treatment applications (CTAs). In April 2019, the SEC adopted a streamlined procedure...more
1/3/2020
/ Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Exemptions ,
Filing Requirements ,
FOIA ,
New Guidance ,
Popular ,
Publicly-Traded Companies ,
Redacted Documents ,
Regulation S-K ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On Dec. 18, 2019, the Securities and Exchange Commission (SEC) proposed changes to the definition of “accredited investor” under Regulation D to broaden the definition and identify more effectively the pool of investors that...more
12/20/2019
/ Accredited Investors ,
Comment Period ,
Investors ,
Proposed Rules ,
Qualified Institutional Buyers ,
Regulation D ,
Regulatory Agenda ,
Rule 506 Offerings ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On Nov. 4, 2019, the Securities and Exchange Commission (SEC) filed an amended complaint against Collectors Café and its CEO, Mykalai Kontilai, to add charges against defendants for alleged violations of whistleblower...more
12/3/2019
/ Amended Complaints ,
Anti-Fraud Provisions ,
Confidentiality Agreements ,
Contract Terms ,
Corporate Counsel ,
Enforcement Actions ,
Investment Fraud ,
Investment Funds ,
Misappropriation ,
Rule 21F-17 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Violations ,
Wealth Management ,
Whistleblower Protection Policies ,
Whistleblowers ,
Willful Misconduct
On Sept. 27, 2019, the Securities and Exchange Commission (SEC) announced that Mylan N.V., a global pharma company that manufactures and sells EpiPen, which is used to treat serious allergic reactions, agreed to pay $30...more
10/24/2019
/ Accounting Standards ,
Centers for Medicare & Medicaid Services (CMS) ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
False Claims Act (FCA) ,
Food Allergies ,
Form 10-K ,
Generic Drugs ,
Government Investigations ,
Medical Devices ,
Misclassification ,
Mylan Pharmaceuticals ,
Pharmaceutical Industry ,
Prescription Drugs ,
Regulation S-K ,
Reporting Requirements ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Settlement Agreements ,
Tolling Agreement
In its first fee rate advisory for fiscal year 2020, the SEC announced that filing fees applicable to securities registrations by public companies and other issuers will be increased by 7.1%: from $121.20 to $129.80 per...more
9/6/2019
/ Corporate Issuers ,
Filing Fees ,
Financial Regulatory Reform ,
Proxy Solicitations ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Stock Repurchases
On Aug. 20, 2019, the Securities and Exchange Commission (SEC) announced that it had charged public pharmaceutical company TherapeuticsMD, Inc. for violations of Regulation FD and Section 13(a) of the Exchange Act related to...more
8/26/2019
/ Disclosure Requirements ,
Enforcement Actions ,
FDA Approval ,
Financial Markets ,
Food and Drug Administration (FDA) ,
Form 8-K ,
Insider Trading ,
Non-Public Information ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Stock Prices
As reported in a press release issued by the Securities and Exchange Comission (the SEC) on Aug. 8, 2019, the SEC voted to propose amendments to modernize Regulation S-K disclosures, in particular, Item 101(a) (the...more
On July 12, the staffs of the Division of Corporation Finance, Division of Investment Management, Division of Trading and Markets, and Office of the Chief Accountant (the “Staffs”) of the Securities and Exchange Commission...more
On May 9, 2019, the SEC proposed amendments to the accelerated filer and large accelerated filer definitions under the Exchange Act....more