On Friday, March 21, 2025, FinCEN issued an interim final rule (“IFR”) eliminating beneficial ownership information (“BOI”) reporting requirements for U.S. companies and U.S. persons under the Corporate Transparency Act...more
In a major shift in policy, just days after the Financial Crimes Enforcement Network (“FinCEN”) announced that it would pause enforcement of the beneficial ownership information (“BOI”) reporting requirements under the...more
Entities subject to the beneficial ownership information (“BOI”) reporting requirements of the Corporate Transparency Act (the “CTA”) may finally find their footing after receiving updated guidance from the Financial Crimes...more
For months, entities subject to the beneficial ownership information (“BOI”) reporting requirements of the Corporate Transparency Act (the “CTA”) have faced uncertainty as two orders granting preliminary nationwide injunctive...more
On February 12, 2025, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M), which rescinds prior Staff Legal Bulletin No. 14L (SLB 14L) and provides updated guidance on shareholder proposals...more
Entities subject to the Corporate Transparency Act’s beneficial ownership information reporting requirement are not currently required to file BOI reports. Beyond that, much remains in flux regarding whether and when...more
As previously reported, on December 23, 2024, a motions panel of the U.S. Court of Appeals for the Fifth Circuit grants the government’s emergency motion in the Texas Top Cop Shop matter to stay the preliminary nationwide...more
12/30/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Compliance ,
Corporate Transparency Act ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Reporting Requirements ,
Stays ,
Time Extensions
On December 23, 2024, a panel of the U.S. Court of Appeals for the Fifth Circuit granted the government’s emergency motion in the Texas Top Cop Shop matter to stay the injunctive relief from Corporate Transparency Act (“CTA”)...more
Form 8-K requires public companies to make prompt disclosures about a large number of specified events. Although Form 8-K does not mandate current reporting of all material events, it goes a long way toward requiring public...more
While the Securities and Exchange Commission’s (SEC) new climate-related disclosure rules remain stayed, the SEC has not abandoned its focus on sustainability-related issues. On September 10, 2024, the SEC charged Keurig Dr...more
9/12/2024
/ Cease and Desist ,
Civil Monetary Penalty ,
Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Keurig Inc ,
Material Misstatements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Settlement
On July 18, 2024, the U.S. District Court for the Southern District of New York dismissed most of the claims brought by the Securities and Exchange Commission (the “Commission”) against SolarWinds Corp. and its Chief...more
8/13/2024
/ Accounting Standards ,
Chief Information Security Officer (CISO) ,
Cyber Attacks ,
Disclosure Requirements ,
Dismissals ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Fraud ,
Internal Controls ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
SolarWinds
On May 21, 2024, Erik Gerding, Director of the SEC’s Division of Corporation Finance, issued a statement regarding the disclosure of cybersecurity incidents on Form 8-K. In his statement, Director Gerding encourages companies...more
On April 15, 2024, Gurbir S. Grewal, Director of the SEC’s Division of Enforcement, spoke at a compliance and enforcement conference regarding the challenges and potential missteps associated with the increased use of...more
Pessimism surrounding the Federal Reserve’s interest rate hikes, combined with subdued business and consumer confidence as well as geopolitical concerns, weighed heavily on the IPO market in 2023.
With 117 IPOs in 2023...more
While the Securities and Exchange Commission’s (SEC) new climate-related disclosure rules remain pending, recent comment letters show that the SEC staff is not waiting for the rules to be finalized in order to seek more...more
The requirement to disclose material cybersecurity events under new Item 1.05 of Form 8-K takes effect today (other than for smaller reporting companies, for which the new requirement will take effect on June 15, 2024)....more
Public companies are required to make prompt public disclosures on Form 8-K about a large number of specified events. While Form 8-K does not mandate current reporting of all material events, it goes a long way toward...more
On October 30, 2023, the Securities and Exchange Commission (“SEC”), filed a complaint against SolarWinds Corp. (“SolarWinds” or the “Company”) for fraud and internal and disclosure controls failures relating to allegedly...more
Although the Corporate Transparency Act’s (“CTA”) new beneficial ownership rule goes into effect on January 1, 2024, recent polling suggests that many businesses remain either unaware of these upcoming reporting obligations...more
On October 10, 2023, the SEC adopted long-awaited amendments to its beneficial ownership reporting rules under Regulation 13D-G. Most significantly, the amendments accelerate the filing deadlines for initial and amended...more
10/20/2023
/ Beneficial Owner ,
Business Ownership ,
EDGAR ,
Filing Deadlines ,
Final Rules ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
On August 22, the Securities and Exchange Commission announced settled enforcement actions against five companies for violations of Exchange Act Rule 12b-25, which requires a notification to be filed whenever a company does...more
8/29/2023
/ Cease and Desist Orders ,
Civil Monetary Penalty ,
Corporate Governance ,
Enforcement Actions ,
Failure To Disclose ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
Public companies will soon be required to provide increased transparency about cybersecurity incidents, risk management, strategy and governance as a result of new rules adopted by the Securities and Exchange Commission (the...more
8/14/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On July 26, 2023, in a 3-2 vote, the Securities and Exchange Commission (the “SEC”) adopted new rules for public companies that will require disclosures regarding cybersecurity incidents, as well as cybersecurity risk...more
7/31/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
New Rules ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
On June 22, 2023, Gurbir S. Grewal, Director of the SEC’s Division of Enforcement, spoke on the topic of cyber resilience at the Financial Times Cyber Resilience Summit. Director Grewal defined cyber resilience as a guiding...more
A number of recent SEC enforcement actions alleging failure to disclose perquisites, summarized below, highlight the importance of the questionnaires routinely used in connection with the preparation of SEC reports and proxy...more