As companies prepare to file Form 10-Qs, they should give special attention to risk factors in light of recently announced global tariffs. The situation is particularly challenging due to the fluid environment, including the...more
4/9/2025
/ Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Form 10-K ,
Form 10-Q ,
International Trade ,
MD&A Statements ,
Publicly-Traded Companies ,
Retaliatory Tariffs ,
Risk Assessment ,
Risk Management ,
Risk Mitigation ,
Securities Regulation ,
Supply Chain ,
Tariffs ,
Trade Relations ,
Trade Wars
The safe harbors provide protection against claims for equitable relief or damages, subject to certain limitations, as described below.
The amendments became effective immediately for all acts and transactions, whether...more
The new registration statement guidance will make capital raises by non-WKSI companies filing on Form S-3 easier, as they can proceed with offerings during periods before their proxy statements are finalized – a privilege...more
3/24/2025
/ Capital Markets ,
CDIs ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Foreign Private Issuers ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Registration Requirement ,
Reporting Requirements ,
Securities Regulation ,
WKSIs
On March 12, 2025, the SEC staff confirmed in a no-action letter that issuers may rely on high minimum investment levels, as well as investor self-certification of accredited status, in private offerings involving general...more
3/19/2025
/ Accredited Investors ,
Certification Requirements ,
Disclosure Requirements ,
General Solicitation ,
New Guidance ,
Offerings ,
Private Equity Funds ,
Private Funds ,
Private Offerings ,
Rule 506(c) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC staff recently published new guidance for voting commitments in public M&A transactions and all-cash tender offers....more
3/11/2025
/ Acquisitions ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Mergers ,
New Guidance ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Target Company ,
Tender Offers
The SEC has declared its intent to “return[] to its narrow mission to facilitate capital formation, while protecting investors and maintaining fair, orderly, and efficient markets.”
The new accommodations will allow any...more
3/10/2025
/ Capital Formation ,
Capital Markets ,
Confidentiality Policies ,
Disclosure Requirements ,
Initial Public Offering (IPO) ,
Investors ,
Registration Statement ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...more
2/26/2025
/ Activist Investors ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Guidance Update ,
Investors ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
In one of its first actions under the new Administration, the SEC staff issued new guidance that largely reinstated older guidance that had supported the ability of public companies to exclude shareholder proposals from their...more
2/21/2025
/ Corporate Governance ,
Disclosure Requirements ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Rescission ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
Citing recent DEI developments in the U.S., ISS released its Statement on Diversity Factors in Director Elections on February 11, 2025 announcing that it will “indefinitely halt consideration of certain diversity factors in...more
2/14/2025
/ BlackRock ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Institutional Shareholder Services (ISS) ,
Investors ,
Nasdaq ,
Proxy Voting ,
Shareholders ,
Vanguard
On February 7, 2025, the Second Circuit ruled that the crime-fraud exception would prevent the former CEO of a public company from invoking attorney-client privilege to prevent an outside lawyer and his law firm from...more
2/12/2025
/ Abuse of Discretion ,
Attorney-Client Privilege ,
Corporate Counsel ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Crime-Fraud Exception ,
Criminal Investigations ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Internal Controls ,
Publicly-Traded Companies ,
Subpoenas ,
White Collar Crimes
Although not new, eligibility to use Forms S-3 and S-8 and Rule 144 depend on compliance with SEC electronic filing rules. ...more
Last month, the SEC settled charges against Celsius Holdings, Inc. for allegedly improper accounting when it modified equity compensation awards for six departing employees and retiring directors. The errors caused allegedly...more
2/5/2025
/ Accounting Controls ,
Accounting Standards ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Equity Compensation ,
Executive Compensation ,
Financial Reporting ,
Financial Statements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Vesting
Many of the actions by the SEC over the past few years came following closely divided 3-to-2 votes. The split arose concerning both rulemaking by the Commission as well as enforcement actions....more
On January 10, 2025, the SEC announced settled charges against Vince McMahon, former Executive Chair and CEO of World Wrestling Entertainment Inc., for signing two settlement agreements without disclosure to the board, anyone...more
1/14/2025
/ Compliance ,
Corporate Governance ,
Corporate Misconduct ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Reporting ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Settlement Agreements
On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) issued a press release highlighting settled enforcement actions against a private fund adviser and two pre-IPO companies for failure to timely file...more
1/3/2025
/ Blue Sky Laws ,
Corporate Governance ,
Enforcement Actions ,
Form ADV ,
Form D Filing ,
Preemption ,
Private Funds ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Startups ,
Unregistered Securities
On December 16, 2024, the SEC announced settled charges against Becton, Dickinson and Company for misleading investors about risks associated with its continued sales of one of its key products and overstating its income by...more
On December 17, 2024, the SEC announced settled charges against Express, Inc. for failing to disclose perks paid to its then CEO, including personal use of airplanes.
Without admitting or denying the SEC’s findings,...more
12/19/2024
/ Chapter 11 ,
Commercial Bankruptcy ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Executive Compensation ,
Failure To Disclose ,
Neither Admit Nor Deny Settlements ,
Perks ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
On December 11, in a 9-8 ruling, the Fifth Circuit invalidated the SEC’s approval of the Nasdaq board diversity rule in Alliance for Fair Board Recruitment v. SEC. Invoking the “major questions” doctrine, the court ruled the...more
As discussed in our October 27, 2024 post, the SEC has announced new security requirements for Edgar filers. The compliance date is September 15, 2025....more
ISS and Glass Lewis generally publish changes to their proxy voting policies around this time of year. Glass Lewis recently issued its 2025 US Policy Guidelines listing changes and clarifications....more
11/22/2024
/ Artificial Intelligence ,
Change in Control ,
Comment Period ,
Corporate Governance ,
Executive Compensation ,
Glass Lewis ,
Policy Updates ,
Proposed Amendments ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Special Purpose Acquisition Companies (SPACs)
As news stories about AI have surged, so have enforcement actions by the SEC alleging fraudulent statements about AI capabilities....more
11/8/2024
/ Anti-Fraud Provisions ,
Artificial Intelligence ,
Cease and Desist ,
Civil Monetary Penalty ,
Compliance ,
Disgorgement ,
Enforcement Actions ,
False Statements ,
Investment Adviser ,
Misleading Statements ,
Misrepresentation ,
Offerings ,
Permanent Injunctions ,
Prejudgment Interest ,
Regulatory Agenda ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...more
Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more
10/8/2024
/ Board of Directors ,
Civil Monetary Penalty ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Independent Directors ,
Proxy Statements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
Last week, the SEC announced settled charges against 23 companies and individuals for failing to timely file Section 16 reports on Forms 3, 4 or 5.
Additionally, two public companies were charged for contributing to late...more
10/4/2024
/ Analytics ,
Corporate Governance ,
Enforcement Actions ,
Failure To Disclose ,
Filing Deadlines ,
Filing Requirements ,
Neither Admit Nor Deny Settlements ,
Publicly-Traded Companies ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Statutory Penalties
On September 26, 2024, the SEC announced that it had settled charges with DraftKings Inc. for selective disclosure of material non-public information on the CEO’s personal X (formerly Twitter) and LinkedIn accounts in...more
10/2/2024
/ Compliance ,
Enforcement Actions ,
Form 8-K ,
LinkedIn ,
Material Nonpublic Information ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Social Media ,
Social Media Policy ,
Social Networks ,
Twitter