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What You Don’t Disclose Can Hurt You: The Power of Proactive Risk Factor Disclosures

With evolving regulations and emerging risks—including tariffs, DEI-related controversies, and cybersecurity concerns—some public companies are refining their approach to assessing and updating risk factor disclosures. Beyond...more

The SEC’s New Compensation “Clawback” Rules: What Directors and Officers Should Know

The US Securities and Exchange Commission (SEC) adopted new rules in October 2022 that implement the compensation recovery (“clawback”) provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more

Earnings Management Red Flags: Part Two

In part one of this two-part series, I reviewed what earnings management is (and isn’t) and went through a few examples of earnings-management-related actions brought by the Securities and Exchange Commission (SEC). In this...more

Forward-Looking Statements Disclaimers: Practical Advice for Management Teams and Companies

Forward-looking statements⁠—statements that evidence management’s beliefs about what the future holds—can be valuable to analysts and investors. They are also very interesting to plaintiffs’ attorneys, especially if those...more

Practical Guidance for Responding to a Potential Regulation FD Disclosure Issue

Sometimes it turns out that an authorized speaker for your public company (e.g., CEO, CFO, or head of investor relations) has selectively shared nonpublic information with analysts or investors that he or she thought was...more

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