News & Analysis as of

Corporate Governance Disclosure Requirements Materiality

Society of Corporate Compliance and Ethics...

[Virtual Event] ESG and Compliance Conference - November 7th, 8:00 am - 5:00 pm CT

Stay on top of ever-evolving ESG requirements and emerging trends - With the SEC’s newly issued rules surrounding ESG disclosures and the continued growth of regulations rolling out in the EU, Canada, Asia and elsewhere...more

Holland & Knight LLP

SEC Cyber Enforcement Update: Which Way Are the SolarWinds Blowing?

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The SEC has been aggressively pursuing cybersecurity investigations and enforcement actions against public companies and foreign private issuers. In these actions, the SEC often alleges one of two theories: 1) that the...more

Fenwick & West LLP

SEC Releases New 8-K CDIs for Item 1.05 - Cybersecurity Incidents

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On June 24, 2024, the SEC released five new CDIs on Material Cybersecurity Incidents. Please see a high-level summary below...more

BCLP

SEC Staff Publishes New Guidance for Handling Cybersecurity Incidents

BCLP on

On June 24, 2024, the SEC’s Division of Corporation Finance published five additional interpretations (CDIs) addressing the effect of ransomware payments on the obligation of companies to report material cybersecurity...more

Parker Poe Adams & Bernstein LLP

SEC Continues to Zero in on Importance of Data Security Measures and Reporting With Latest $10 Million Penalty

Last month, the Securities and Exchange Commission (SEC) reemphasized just how serious companies must be about maintaining a vigilant cybersecurity posture and procedures to report cyber incidents in a timely manner....more

Goodwin

SEC Staff Makes Clear That Cybersecurity Incident Disclosures Under Item 1.05 of Form 8-K Should Be Limited to Material...

Goodwin on

On May 21, 2024, Erik Gerding, director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC), issued a statement with clarifying guidance on cybersecurity incident disclosure under Item...more

BCLP

SEC Staff Issues Guidance for Reporting Cybersecurity Incidents Under Item 1.05 Versus Item 8.01 of Form 8-K

BCLP on

On May 21, 2024, the Director of the SEC’s Division of Corporation Finance issued a statement providing guidance on the use of Item 1.05 of Form 8-K to disclose cybersecurity incidents....more

Holland & Knight LLP

SEC Corporation Finance Director Voluntarily Weighs in on Cybersecurity Incident Disclosures

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The U.S. Securities and Exchange Commission's (SEC) Division of Corporation Finance Director Erik Gerding released a statement on May 21, 2024, addressing Disclosure of Cybersecurity Incidents Determined to be Material and...more

WilmerHale

SEC Staff Clarifies Form 8-K Item 1.05 is for Cybersecurity Incidents that are Determined to be Material

WilmerHale on

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

Eversheds Sutherland (US) LLP

Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its...more

King & Spalding

The New EU Corporate Sustainability Reporting Directive: What Does It Mean For Non-EU Companies?

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The new EU Corporate Sustainability Reporting Directive (“CSRD”) is set to revolutionize ESG reporting for companies around the world. Certain large EU companies are already conducting double materiality assessments and...more

Latham & Watkins LLP

European Reporting Standards Published in the Official Journal of the EU

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For in scope companies, disclosures may be required as early as the reporting period for the 2024 financial year. On 22 December 2023, the Commission Delegated Regulation specifying the first set of European...more

BakerHostetler

Addressing the SEC’s New Cybersecurity Risk Management, Strategy, Governance and Incident Disclosure Requirements

BakerHostetler on

In July 2023, the SEC adopted new cybersecurity rules for the stated purpose of enhancing and standardizing disclosures regarding cybersecurity risk management, strategy, governance and incidents by public companies. The...more

Parker Poe Adams & Bernstein LLP

Next Steps for Companies Ahead of December Deadline for SEC Cybersecurity Disclosures

In less than three months, public companies and certain foreign private companies will have to take additional steps after cybersecurity breaches: deciding whether an incident meets the materiality threshold that requires...more

Latham & Watkins LLP

Voluntary ESG “Materiality” Assessments - Legal Considerations and Dos and Don’ts

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This Client Alert probes the ESG “materiality assessment” process, why it is a misnomer, when and how the assessment can be conducted, and legal and practical tips for conducting the assessment. Companies have been...more

Alston & Bird

SEC Proposes Rules to Require Climate-Related Disclosures

Alston & Bird on

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed rule amendments that would “enhance and standardize” climate-related disclosures. These proposed amendments are the next step in the Biden...more

Perkins Coie

Sustainability Disclosures: What Is Material?

Perkins Coie on

It is no surprise that more and more companies are issuing sustainability reports and broadly disclosing the effects of environmental, social, and governance (ESG) issues. A wide range of stakeholders are demanding this...more

Dorsey & Whitney LLP

Climate Change, ESG, and Materiality

Dorsey & Whitney LLP on

Climate change and ESG are topics that have been repeatedly addressed by regulators around the world. The Securities and Futures Commission of Hong Kong and the Monetary Authority of Singapore, for example, have repeatedly...more

WilmerHale

SEC Commissioner Shares Views on Materiality of Climate and ESG Disclosures

WilmerHale on

SEC Commissioner Allison Herren Lee recently shared some keynote remarks at the  2021 ESG Disclosure Priorities Event hosted by the American Institute of CPAs & the Chartered Institute of Management Accountants,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Guide for Annual Reporting on Fiscal Year 2019 for Companies Listed on the Hong Kong Stock Exchange

This update provides an overview of recent developments that will affect preparation of annual results and annual reports for companies listed on The Stock Exchange of Hong Kong Limited (HKEX). In particular, it covers...more

Stinson - Corporate & Securities Law Blog

SEC Sets Disclosure Expectations on IP Risks Associated with International Operations

The SEC has issued new guidance it believes will assist public companies both in assessing materiality and in drafting disclosure related to risks to technology and intellectual property that may result from conducting...more

Bennett Jones LLP

Summary of Actions Against Exxon Mobil for Securities Fraud

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Since 2013, investors in Exxon Mobil Corporation ("Exxon") stock have consistently shown an interest in understanding how the effects of climate change will impact their investment. Over the years, in response to these...more

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