In Short -
The Situation: On July 26, 2023, the U.S. Securities and Exchange Commission ("SEC") adopted final rules that significantly alter cybersecurity disclosure obligations for companies. The SEC's final rules adopt...more
8/2/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On May 3, 2023, the Securities and Exchange Commission adopted final rules regarding public company issuers' share repurchases and Rule 10b5-1 trading plans. Although the final rules are not as burdensome as the proposed...more
If adopted, these proposed rules would (i) enhance protection of customer information under Regulation S-P, (ii) add new requirements addressing cybersecurity risk to the U.S. securities markets, and (iii) expand the types of...more
In Short -
The Situation: On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted final rules that significantly alter the ways in which directors and officers adopt and utilize Rule 10b5-1 plans and...more
In Short -
The Situation: The U.S. Public Company Accounting Oversight Board's ("PCAOB") ability to inspect and investigate PCAOB-registered public accounting firms in mainland China and Hong Kong was previously restricted...more
IN SHORT -
The Situation: The Securities and Exchange Commission ("SEC") adopted amendments that will mandate the electronic submission of certain documents, including Form 144, the form filed by insiders in connection...more
As part of the SEC's broader rulemaking initiative, on March 9, 2022, the SEC proposed amendments to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...more
3/14/2022
/ Corporate Governance ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Board Diversity Proposal generally requires each Nasdaq-listed company "to have, or explain why it does not have, at least two members of its board of directors who are Diverse," defined as at least one director who...more
8/16/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
Chairman Gensler's comments indicate that new, additional requirements for 10b5-1 plans are likely to be coming.
In prepared comments made at The Wall Street Journal's CFO Network event on June 7, 2021, SEC Chairman Gary...more
The Situation: In August 2020, the Division of Trading and Markets ("Division") of the U.S. Securities and Exchange Commission ("SEC") approved proposed rule changes by the New York Stock Exchange ("NYSE") to permit primary...more
The rules will require resource extraction issuers to file a Form SD on an annual basis that includes information about payments related to the commercial development of oil, natural gas, or minerals that are made to the U.S....more
12/30/2020
/ Congressional Review Act ,
Corporate Issuers ,
Dodd-Frank ,
Final Rules ,
Form SD ,
Initial Public Offering (IPO) ,
Mineral Extraction ,
Oil & Gas ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Takeaways from this discussion:
• Green bond issuance is surging worldwide, surpassing US$257 billion in 2019.
• Major corporates, including many not usually associated with climate initiatives, are bringing green...more
7/22/2020
/ Climate Change ,
Convertible Bonds ,
Energy Projects ,
Energy Sector ,
Environmental Social & Governance (ESG) ,
EU ,
Green Bonds ,
Green Finance ,
Greenwashing ,
Investors ,
Liability ,
Project Finance ,
Renewable Energy ,
Reporting Requirements
On May 21, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to its financial disclosure requirements related to acquisitions and dispositions. These amendments streamline and eliminate immaterial...more
The ongoing COVID-19 pandemic has resulted in unprecedented and rapidly evolving disruptions to public companies’ businesses, financial condition, and results of operations, as well as broad-based economic dislocation and...more
The Situation: In an effort to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K, the U.S. Securities and Exchange Commission ("SEC") proposed certain amendments on January 30,...more
Less than a week after the U.S. Securities and Exchange Commission ("SEC") rejected a proposed rule change to permit primary capital raising in direct listings, the New York Stock Exchange ("NYSE") submitted an updated...more
12/27/2019
/ Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Investment Banks ,
Listing Rules ,
NYSE ,
Popular ,
Privately Held Corporations ,
Proposed Amendments ,
Proposed Rules ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Valuation
On December 6, 2019, the U.S. Securities and Exchange Commission rejected a proposed New York Stock Exchange ("NYSE") rule change that would allow companies to raise capital in a direct listing...more
12/13/2019
/ Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Investment Banks ,
Listing Rules ,
NYSE ,
Popular ,
Proposed Amendments ,
Proposed Rules ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Valuation
The Situation: Direct listings, through which a company lists its shares on a national stock exchange without conducting a traditional initial public offering ("IPO"), have received significant attention from the media and...more
12/6/2019
/ Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Investment Banks ,
Listing Rules ,
NYSE ,
Proposed Amendments ,
Proposed Rules ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Valuation
The Situation: In an effort to update the rules to improve disclosures for investors and to simplify compliance efforts for registrants, the U.S. Securities and Exchange Commission ("SEC") has proposed amendments to modernize...more
The Situation: The Staffs of the Divisions of Corporation Finance, Investment Management and Trading and Markets ("Divisions") of the U.S. Securities and Exchange Commission ("SEC") and its Office of the Chief Accountant...more
7/19/2019
/ Banking Sector ,
Broker-Dealer ,
Corporate Counsel ,
Disclosure Requirements ,
Investment ,
Investment Adviser ,
ISDA ,
Joint Statements ,
Libor ,
Market Participants ,
New Guidance ,
Registration Statement ,
Secured Overnight Funding Rate (SOFR) ,
Securities and Exchange Commission (SEC) ,
Working Groups
The Situation: The U.S. Securities and Exchange Commission ("SEC") proposed amendments to the definitions of "accelerated filer" and "large accelerated filer" under the Securities Exchange Act of 1934.
The Result: The...more
The Situation: The U.S. Securities and Exchange Commission ("SEC") adopted amendments to modernize and simplify disclosure requirements in Regulation S-K and certain related rules and forms.
The Result: The amendments seek...more
4/5/2019
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Personally Identifiable Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
A proposed rule change would provide increased flexibility to issuers seeking to communicate with institutional investors earlier in the offering process.
On February 19, 2019, the U.S. Securities and Exchange Commission...more
The Situation: The U.S. Securities and Exchange Commission ("SEC") adopted amendments to Regulation S-K, Regulation S-X, and related rules and forms to update and streamline disclosure and ease unnecessary compliance burdens...more
9/13/2018
/ Amended Regulation ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
GAAP ,
IFRS ,
MD&A Statements ,
PSLRA ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
The Situation: SEC Staff has provided guidance regarding accounting and disclosure issues arising from the Tax Cut and Jobs Act.
The Result: The guidance addresses situations in which ASC Topic 740 accounting cannot be...more