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Form 8-K Publicly-Traded Companies Materiality

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

Holland & Knight LLP

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

Holland & Knight LLP on

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

Fenwick & West LLP on

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

Holland & Knight LLP on

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

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

Stinson - Corporate & Securities Law Blog

Court Abrogates Disclosure Settlement Related to Merger Transaction

In House v. Akorn, Inc. the United States District Court for the Norther District of Illinois Eastern division related to the proposed acquisition of Akorn by Frensenius Kabi AG.  The plaintiffs in these cases sued Akorn and...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Issues Interpretive Guidance on Cybersecurity Disclosures

On February 21, 2018, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release providing guidance for public companies relating to disclosures of cybersecurity risks and incidents. Although the...more

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