News & Analysis as of

Disclosure Requirements Compliance Publicly-Traded Companies

Seward & Kissel LLP

SEC Settles Charges with a Publicly Traded Company and its Controlling Shareholder for Not Disclosing Pledge of Company’s...

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Who may be interested: Board of Directors; Registered Investment Advisers; Registered Investment Companies; Broker-Dealers; Transfer Agents; Compliance Staff - Quick Take: The SEC announced that it settled charges against...more

Mayer Brown Free Writings + Perspectives

The State of Disclosure Review

The Director of the SEC’s Division of Corporation Finance (the “Division”), Erik Gerding, shared his views on the state of public company disclosures during 2023 and the SEC Staff’s review priorities for 2024.  The statements...more

American Conference Institute (ACI)

The Road to Net Zero: Core Principles to Prevent Greenwashing

“Net zero” is a topic as hot as the climate these days. With so much regulatory attention being placed on it, companies that do not communicate their net zero efforts appropriately or, worse, intentionally make false and...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues CDIs on Cybersecurity Incident Reporting

As part of its continuing efforts to clarify the application of the SEC’s rules regarding the disclosure of material cybersecurity incidents, on June 24, 2024, the Division of Corporation (Corp Fin) issued five new Compliance...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

Goldberg Segalla

With Mounting Litigation from Multiple Courts, SEC Stays its New Climate Disclosure Rules

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Last month, our readers will recall that we reported on some pushback raised regarding the new climate disclosure rules promulgated by the U.S. Securities and Exchange Commission requiring publicly traded registrants to...more

Latham & Watkins LLP

Recent Developments for Directors - April 2024 Edition

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SEC Wins “Shadow Trading” Case - The SEC notched a major win in its recent Panuwat case, described as the first-ever “shadow trading” enforcement action. After a biotech executive learned about his company’s imminent...more

The Volkov Law Group

SEC Finally Issues Climate Change Disclosure Rules

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After months and months of deliberations and negotiations, the SEC finally issued its final rules for climate disclosures. The Enhancement and Standardization of Climate-Related Disclosures for Investor (“the final rule”)....more

Saul Ewing LLP

Public Companies Quarterly Update (Q1 2024)

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Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt...more

Nutter McClennen & Fish LLP

Nutter Bank Report: March 2024

The SEC has issued a controversial 886-page final rule imposing climate-related disclosure requirements on publicly traded companies, including banking organizations, which will require them to include certain climate-related...more

Latham & Watkins LLP

China’s Stock Exchanges to Plan Sustainability Disclosure Rules for Big Companies

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The guidelines aim to transform China’s approach to ESG by introducing sustainability disclosure rules for large listed companies. On February 8, 2024, under the auspices of the China Securities Regulatory Commission...more

WilmerHale

SEC Adopts Final Rules on Climate-Related Disclosures

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On March 6, 2024, in a 3-2 vote along party lines, the SEC adopted the long-awaited final rules on climate-related disclosures. The proposed rules faced intense public scrutiny over the last two years, with the SEC receiving...more

Latham & Watkins LLP

SEC Adopts Climate-Related Disclosure Rules

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On March 6,2024, in a 3-2 vote, the US Securities and Exchange Commission adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports....more

Latham & Watkins LLP

SEC Adopts Final Climate-Related Disclosure Rules

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On March 6, 2024, in a 3-2 vote, the US Securities and Exchange Commission (SEC) adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports. ...more

Smith Anderson

Corporate Transparency Act: What You Need to Do Now

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As discussed in our prior alert, effective as of January 1, 2024, the Corporate Transparency Act and rules issued thereunder by the Financial Crimes Enforcement Network (“FinCEN”) (collectively, the “CTA”) require most U.S....more

Saul Ewing LLP

Public Companies Quarterly Update (Q4 2023)

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Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more

Wilson Sonsini Goodrich & Rosati

Reminders for Preparing the Annual Report on Form 10-K

This year, our annual client alert with reminders for preparing the annual report on Form 10-K includes a short summary of new disclosure requirements effective this year and next year, followed by a more detailed discussion...more

Dechert LLP

Individuals and Trusts Beware: The Corporate Transparency Act Applies to You

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The Corporate Transparency Act (the "Act") is a significant piece of legislation enacted as part of the National Defense Authorization Act for Fiscal Year 2021. The Act was designed to prevent the misuse of corporations and...more

Skadden, Arps, Slate, Meagher & Flom LLP

December 1 Deadline Approaches for Listed Companies To Adopt a Dodd-Frank Compliant Clawback Policy

By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing...more

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

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Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

K&L Gates LLP

California Enacts Landmark ESG Legislation

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Introduction - On 7 October 2023, California Governor Gavin Newsom signed into law landmark legislation mandating corporate climate and climate-related financial risk disclosures. Together, SB 253 and SB 261 apply to public...more

BakerHostetler

SEC Amendments Requiring Enhanced Share Repurchase Disclosure Hang in the Balance After Federal Appeals Court Directs SEC To...

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A federal appeals court has directed the Securities and Exchange Commission (SEC) to rework certain regulatory amendments, adopted in May 2023, requiring public companies to provide enhanced disclosures on repurchases of...more

BakerHostetler

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

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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

Jenner & Block

Client Alert: SEC Amends Schedules 13D and 13G Beneficial Ownership Reporting Rules and Filing Requirements

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On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rule amendments (the “Final Rules”) that implement various changes to the reporting and filing requirements under Regulation 13D-G...more

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