On March 3, 2025, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance announced that it has expanded the accommodations available to companies for the nonpublic review of draft registration...more
There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024.
In...more
1/20/2025
/ Capital Markets ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Foreign Private Issuers ,
Form 20-F ,
Investment Management ,
Publicly-Traded Companies ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On December 11, 2024, in a 9-8 decision, the United States Court of Appeals for the Fifth Circuit ruled that in approving the Nasdaq Stock Market’s (Nasdaq) board diversity rules (the Rules), the Securities and Exchange...more
12/17/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On October 22, 2024, the Securities and Exchange Commission (SEC) announced enforcement actions against several technology companies for making materially misleading disclosures regarding cybersecurity risks and intrusions....more
11/11/2024
/ Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
SolarWinds ,
Technology Sector
Our guide to 2025 SEC filing deadlines and financial statement staleness dates is now available. Public companies should factor in these key reporting deadlines, disclosure obligations and SEC holidays as they plan for the...more
10/31/2024
/ Capital Markets ,
Corporate Governance ,
Deadlines ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Financial Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Required Forms ,
Securities and Exchange Commission (SEC)
Securities and Exchange Commission (SEC) reporting companies with fiscal years ending December 31 that engage in the commercial development of oil, natural gas or minerals are required to file a Form SD with the SEC by...more
On March 6, 2024, the SEC adopted new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. As anticipated, the rules are facing multiple legal challenges, which have...more
5/20/2024
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Directors ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2024.
The conflict minerals disclosure rules and related guidance have remained at...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below:
- SEC Proxy Filing Requirements
- Proxy Statement Disclosures...more
On March 6, 2024, the Securities and Exchange Commission (SEC) voted 3-2 to adopt new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. While the final rules are...more
3/11/2024
/ 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 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more
2/19/2024
/ Acquisitions ,
Activist ,
Artificial Intelligence ,
Board of Directors ,
Canada ,
China ,
Competition ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
EU ,
Executive Orders ,
Federal Contractors ,
Financial Services Industry ,
Forced Labor ,
Germany ,
International Labor Laws ,
Life Sciences ,
Machine Learning ,
Manufacturers ,
Mergers ,
NGOs ,
Political Campaigns ,
Political Contributions ,
Political Conventions ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Technology Sector ,
UK ,
Uyghur Forced Labor Prevention Act (UFLPA)
Key Points -
- New SEC rules from 2023 require public companies to report material cybersecurity incidents promptly and detail their cybersecurity risk management strategies in annual reports — requirements that increase...more
On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition...more
1/30/2024
/ Acquisitions ,
Board of Directors ,
Capital Markets ,
Initial Public Offering (IPO) ,
Investment Advisers Act of 1940 ,
Mergers ,
PSLRA ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
Editor’s note: This is an updated version of our January 12, 2023, client alert. This update covers new staff SEC guidance addressing the options companies have when existing confidential treatment orders approach...more
A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission...more
The U.S. Securities and Exchange Commission (SEC) adopted final rules in 2023 that are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and incident reporting by...more
12/20/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Privacy ,
Data Protection ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
FBI ,
Form 8-K ,
Incident Response Plans ,
Popular ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
On September 27, 2023, facing the prospect of a lapse of appropriations, the staff of the Securities and Exchange Commission’s Division of Corporation Finance published a summary of the anticipated impact on its operations of...more
10/5/2023
/ Division of Corporate Finance ,
EDGAR ,
Electronic Filing ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Government Shutdown ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Registration Statement ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Our 2024 annual guide to SEC filing deadlines and financial statement staleness dates has been released. Public companies should keep in mind key reporting deadlines, disclosure obligations and SEC holidays as they plan for...more
In September 2023, the California Legislature passed Senate Bill 253, Climate Corporate Data Accountability Act (SB 253) and Senate Bill 261, Greenhouse Gases: Climate-Related Financial Risk (SB 261). California Gov. Gavin...more
9/27/2023
/ California ,
Disclosure Requirements ,
Governor Newsom ,
Greenhouse Gas Emissions ,
Legislative Agendas ,
Proposed Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
State and Local Government ,
State Legislatures
In June 2023, the Public Company Accounting Oversight Board (PCAOB) proposed sweeping amendments to its auditing standards. Comment letters raise serious questions about the consequences of the proposed changes....more
On August 25, 2023, the staff of the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued guidance to address certain open questions on the amendments to Rule 10b5-1 and related disclosure...more
9/5/2023
/ 10b5-1 Plans ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Publicly-Traded Companies ,
Regulation S-K ,
Required Forms ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Options
On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) voted 3-2 to adopt final rules that are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and...more
7/28/2023
/ Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
New Rules ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC)
Nearly two decades after the enactment of SOX, which was precipitated by several high-profile corporate and accounting scandals in the US during the late 1990s and early 2000s, UK and European regulators are grappling with a...more
7/19/2023
/ Capital Markets ,
Compliance ,
Corporate Financing Rule ,
Corporate Fraud ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Reform ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Transparency ,
UK
On May 3, 2023, the U.S. Securities and Exchange Commission adopted rule amendments requiring enhanced disclosures pertaining to issuers’ repurchases of equity securities. The new rules, prompted by a perception that some...more
SEC Proxy Filing Requirements -
File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more
3/20/2023
/ Corporate Governance ,
Disclosure Requirements ,
Diversity ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Filing Requirements ,
Nasdaq ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards