News & Analysis as of

Form 8-K Compliance

KPMG Board Leadership Center (BLC)

On the 2025 audit committee agenda

Drawing on insights from our interactions with audit committees and business leaders, the KPMG Board Leadership Center highlights nine issues for the audit committee to consider for the year ahead....more

BakerHostetler

2024 SEC Cybersecurity Rule Updates

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The first year of a new significant regulatory obligation is often more notable for the absence of regulatory enforcement actions as regulators often observe compliance efforts and challenges, offer guidance, and look for...more

Paul Hastings LLP

SEC Cybersecurity Incident Disclosure Report

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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

WilmerHale

Keeping Current With Form 8-K: A Practical Guide - December 2024 Update

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Form 8-K requires public companies to make prompt disclosures about a large number of specified events. Although Form 8-K does not mandate current reporting of all material events, it goes a long way toward requiring public...more

Latham & Watkins LLP

Recent Developments for Directors - November 2024

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SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more

Fenwick & West LLP

The SEC is Cracking Down on Misleading Cybersecurity Disclosure

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On October 22, 2024, the SEC charged two current reporting companies, Unisys Corp. and Check Point Software Technologies, and two former public companies, Mimecast Limited and Avaya Holdings Corp., with making materially...more

BCLP

Social Media Posts Result in SEC Fines for Regulation FD Violations

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On September 26, 2024, the SEC announced that it had settled charges with DraftKings Inc. for selective disclosure of material non-public information on the CEO’s personal X (formerly Twitter) and LinkedIn accounts in...more

Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

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The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

Mintz - Privacy & Cybersecurity Viewpoints

SEC Issues Updated Guidance on Cybersecurity Incident Disclosure Under Item 1.05 of Form 8-K

On June 24, 2024, the SEC issued five new Compliance & Disclosure Interpretations (C&DIs) relating to the materiality assessment and disclosure requirements of material cybersecurity incidents under Item 1.05 of Form 8-K....more

Wiley Rein LLP

Cyber Update: SEC Issues New Guidance on Cybersecurity Incident Disclosure

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On June 24, 2024, the U.S. Securities and Exchange Commission (SEC) Division of Corporation Finance (Corp Fin) added to its Compliance and Disclosure Interpretations (C&DI) related to disclosure of Material Cybersecurity...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues Additional Guidance Relating to Cybersecurity Incident Disclosure

As questions and commentary continue to arise with respect to the SEC’s rules on disclosure of material cybersecurity incidents, the SEC staff has sought to provide additional guidance on the application of the final...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

8 Questions To Ask Before Final CISA Breach Reporting Rule

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On April 4, the Cybersecurity and Infrastructure Security Agency published a notice of proposed rulemaking setting out mandatory reporting requirements for covered entities that experience cybersecurity incidents or make...more

Goodwin

SEC Adopts New Rules Applicable to SPACs, Shell Companies and Projections

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We previously noted in our March 31, 2022 alert that the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting on March 30, 2022 to consider proposed rules and amendments regarding special purpose...more

Goodwin

Developments in Reverse Merger Transactions: “Shell Company” Definition and New Constraints on Resales of Securities Acquired in...

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The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened...more

K&L Gates LLP

DOJ, FBI, and SEC Provide Guidance For Delay Requests Relating to Disclosure of Cybersecurity Incidents Under Form 8-K

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On 18 December 2023, the new rules of the US Securities and Exchange Commission (SEC) regarding disclosure of material cybersecurity incidents under Item 1.05 of Form 8-K went into effect, requiring companies to report a...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

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

Dorsey & Whitney LLP

New SEC Cybersecurity Rules Require Mandatory Disclosure

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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

Venable LLP

Key Actions for Public Companies under the SEC's New Cybersecurity Rules

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On July 26, 2023, the Securities Exchange Commission (SEC) adopted a final rule intended to augment and standardize disclosures regarding cybersecurity risk management, governance, and incident reporting. The new rule imposes...more

The Volkov Law Group

Episode 288 -- SEC Adopts Robust New Cybersecurity Disclosure Rules

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In late July 2023, the Securities and Exchange Commission (“SEC”) adopted new rules requiring public companies to disclose cybersecurity incidents and cybersecurity governance policies and practice.  The SEC largely adopted...more

Smith Anderson

Public Companies Get Prepared: SEC Adopts New Cybersecurity Disclosure Rules

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The SEC adopted new rules for public companies regarding disclosure of information relating to cybersecurity risk management, strategy, governance, and material incidents. Companies will now be required to disclose...more

Arnall Golden Gregory LLP

New SEC Cybersecurity Rules Are Here: What Should Companies Be Doing to Comply?

SEC Cybersecurity Rule Fact Sheet What Is the New Rule? In late July 2023, the SEC adopted new rules that will require publicly traded companies to: disclose cybersecurity incidents within four business days of determining...more

Epiq

Breaking Down the New SEC Cybersecurity Rules

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On July 26, the Securities and Exchange Commission (SEC) adopted new cybersecurity rules. Organizations will need to disclose material cyber incidents pursuant to a prescribed timeline and information regarding risk...more

Guidepost Solutions LLC

The SEC has new Cybersecurity Rules. Are you prepared and ready?

On July 26, 2023, the Securities and Exchange Commission (SEC) implemented new cybersecurity rules to require disclosure of material cybersecurity incidents within four business days, with limited exceptions.  Additionally,...more

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