News & Analysis as of

Investors Form 10-K

DLA Piper

From Expert to Director: How to Navigate the Complexities and Scrutiny of Public Company Board Service

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Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more

Vinson & Elkins LLP

Two High Court Securities Cases Could Clarify Pleading Rules

Vinson & Elkins LLP on

In granting certiorari in Facebook Inc. v. Amalgamated Bank and Nvidia Corp. v. E. Ohman J:or Fonder AB, the U.S. Supreme Court signaled its intention to provide further guidance concerning application of the heightened...more

Proskauer - The Capital Commitment

ESG in 2024: Traps for the Unwary

ESG continues to be a hot topic for 2024 for investors and regulators alike. The specific concerns investors and regulators have – and what they expect to develop over the coming months – differ, however, across...more

Saul Ewing LLP

A Checklist of Key Considerations for Upcoming 2023 Form 10-K Filings to be Filed in 2024

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This checklist highlights certain considerations for companies preparing to file annual reports on Form 10-K for the calendar year ended 2023 and is intended to serve as a focused resource highlighting changes in disclosure...more

Fenwick & West LLP

Cybersecurity Disclosure is Under the SEC Spotlight: Is Your Company Ready?

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Cyber incidents are among the fastest-growing existential threats to publicly traded companies. More than a technical headache, breaches can materially impact your bottom line—and the mere news of an incident can send stocks...more

Paul Hastings LLP

Public Company Watch: August 2023

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In the August edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s enhanced disclosure requirements regarding cybersecurity risk management, strategy, governance and...more

Snell & Wilmer

Corporate Communicator - July 2023

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SEC Enhancement of Share Repurchase Disclosure Requirements - On May 3, 2023, the Securities and Exchange Commission (the “SEC”) announced its adoption of amendments to the provisions of Item 703 of Regulation S-K (“Item...more

McCarter & English, LLP

SEC Issues New Rules for Public Company Stock Buybacks

On May 3, the Securities and Exchange Commission (SEC) approved new final rules after an extended period of public comments and review, requiring public companies to: •Disclose information regarding executed corporate share...more

Moore & Van Allen PLLC

SEC Announces Proposed Rule for Climate Risk and Greenhouse Gas Disclosures

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On March 21, 2022, the U.S. Securities and Exchange Commission (“SEC”) announced a proposed rule (the “Proposed Rule”) that will require registrants to make certain climate disclosures in their registration statements and...more

Bass, Berry & Sims PLC

A Glimpse into Required Climate Risk Disclosure Considerations by the SEC

On July 28, Securities and Exchange Commission (SEC) Chair Gary Gensler delivered remarks at the Principles for Responsible Investment’s Climate and Global Financial Markets Webinar. In his remarks, he offered a glimpse of...more

Allen Matkins

Does California's Board Gender Quota Law Put Investors At Risk?

Allen Matkins on

Last October, I wrote that one academic study had concluded that California's enactment of legislation mandating minimum numbers of female directors had already "resulted in a significant decline in shareholder value for...more

Blank Rome LLP

Generic Representations of Regulatory Compliance Not Actionable under Federal Securities Laws

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In a case alleging violations of federal securities laws by Cigna Corporation and certain of its officers, the Second Circuit Court of Appeals affirmed the dismissal of the complaint on the basis that the statements made by...more

Opportune LLP

Carve-Out Financial Statements: A Necessary Step in the Process

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When commodity price volatility subsides and the appetite for mergers and acquisitions gain momentum in the upstream segment of the oil and gas industry it will be important to understand the requirements, pitfalls and...more

McGuireWoods LLP

SEC Proposes Rules to Modernize and Simplify Regulation S-K Disclosure Requirements

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On Oct. 11, the Securities and Exchange Commission proposed rules to modernize and simplify certain disclosure requirements in Regulation S-K and related rules and forms in order to reduce the costs and burdens on registered...more

Stinson - Corporate & Securities Law Blog

The SEC Amends Form 10-K

Yesterday, the SEC issued an interim final rule amending Form 10-K pursuant to section 72001 of the FAST Act. That section required the SEC to allow issuers to include summary sections in their annual reports on Form 10-K as...more

Stinson - Corporate & Securities Law Blog

Are Activist Investors Risk Factors?

lululemon athletica inc.’s Form 10-K includes the following risk factor: Our business could be negatively affected as a result of actions of activist stockholders, and such activism could impact the trading value of our...more

Parker Poe Adams & Bernstein LLP

The Next Level of Investor Communication

Last year about this time General Electric made a splash with its revamped Form 10-K, which it augmented with a short video introduction from its CEO, Jeff Immelt. This year, GE launched what it calls an Integrated Summary...more

Robins Kaplan LLP

Your daily dose of financial news The Brief – 3.21.16

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Major home-improvement news this weekend, as Sherwin-Williams put up more than $9 billion to purchase Minneapolis-based Valspar. The deal’s expected to close within a year, pending approval from regulators and Valspar’s...more

Baker Donelson

Consider Refreshing Your Existing SEC Disclosure

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As the fiscal year wraps up and SEC registrants begin to think about their 10-K and proxy, this is a good time for businesses to refresh their disclosure and to consider whether language that reappears annually still...more

Morgan Lewis

New SEC And PCAOB Proposals Related To Audit Committee Disclosure And Audit Quality

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OVERVIEW - On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a concept release relating to its audit committee reporting requirements. This release references two Public Company Accounting Oversight...more

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