Global events over the past quarter have had and continue to have a variety of disparate impacts on public companies. Below are some selected disclosure reminders to keep in mind for the upcoming quarterly reporting season,...more
With evolving regulations and emerging risks—including tariffs, DEI-related controversies, and cybersecurity concerns—some public companies are refining their approach to assessing and updating risk factor disclosures. Beyond...more
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
In 2025, the business environment will continue to be challenging, with increasing uncertainty and disruptions impacting companies and their employees. Emerging technologies are rapidly retooling, if not revolutionizing,...more
When it comes to disclosing clinical trial data in the biotechnology arena, in particular for public biotech companies, timing is everything. Disclosures are not just about when to reveal the information, but also what is...more
As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more
Paul Hastings released its SEC Cyber Incident Disclosure Report today, providing a unique look at how public companies have responded to new incident disclosure requirements. The Securities Exchange Commission (SEC) approved...more
As we approach 2025, we want to remind registrants about several new rules that will impact disclosure for the 2024 Form 10-K and 2025 proxy season, note the 2025 deadlines for filings with the Securities and Exchange...more
The U.S. Securities and Exchange Commission (SEC) continues to scrutinize adjustments to, and presentation of, non-GAAP financial measures. Recent SEC enforcement actions for allegedly improper and misleading use of...more
Last week, the SEC announced settled charges against United Parcel Service Inc. for failing to take an appropriate goodwill impairment charge for a poorly performing business unit, thus materially misrepresenting its...more
Item 703 of Regulation S-K requires, among other things, tabular disclosure of any purchase made by an issuer of shares that are registered under Section 12 of the Exchange Act. In our regular review of 10-K and 10-Q Item 703...more
Today, the Supreme Court of the United States granted certiorari in two cases: Facebook v. Amalgamated Bank, No. 23-980: This securities law case arises from a shareholder lawsuit against Facebook, which claimed Facebook...more
In this announcement, the SEC’s Office of Structured Disclosure advises that many of us have been tagging our basic and diluted earnings-per-share data incorrectly. The announcement indicates that this data should be tagged...more
On March 6, 2024, a divided SEC approved climate-related disclosure rules. The new rules will require disclosure of...more
One notable feature of the stock market in 2024 is the number of public companies announcing share buybacks and the expectation that this trend will continue. While share buybacks are generally well-received by investors,...more
On December 19, a Fifth Circuit panel pulled the plug on the SEC’s Share Repurchase Disclosure Modernization rule, issuing an opinion vacating the rule. On Friday last week, Corp Fin announced that, yes, the rule had been...more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (the “SEC”) final rule adopting amendments to share repurchase disclosure requirements (US Chamber of...more
As 2023 comes to an end, we are pleased to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we present our To Do Lists in four separate SW Benefits Updates. Part 1 covered health and welfare plan...more
The Hamas terrorist attacks in Israel on October 7th and the Israel-Hamas War have had devastating impacts and threaten to destabilize the region, creating a number of challenges for a wide range of companies. Public...more
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
On October 31, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) issued an opinion finding that the U.S. Securities and Exchange Commission (SEC) violated the Administration Procedure Act when adopting recent...more
On October 31, 2023, the Fifth Circuit ruled in Chamber of Commerce v. SEC that the SEC acted arbitrarily and capricious, in violation of the Administrative Procedure Act, when it adopted the new share repurchase disclosure...more
Beginning with quarters ending on or after October 1, 2023, most US-listed issuers will be required to make more extensive disclosures on their share repurchase programs and insider transactions proximate to a program’s...more
On July 26, 2023, the Securities and Exchange Commission adopted new rules imposing disclosure requirements regarding cybersecurity risk management, strategy, governance and incidents. The new rules, which became effective...more