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Securities and Exchange Commission (SEC) Disclosure Requirements Internal Controls

Fenwick & West LLP

The CrowdStrike Ripple Effect: Ongoing Reporting Implications for Public Companies

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Companies impacted by CrowdStrike’s defective software update should consider the following long-term reporting implications...more

Akin Gump Strauss Hauer & Feld LLP

Cybersecurity After SolarWinds: Practical Guidance for CISOs Under the New Rules

Judge Engelmayer’s 107-page dismissal of most of the U.S. Securities and Exchange Commission (SEC)’s claims against SolarWinds provides valuable guidance, and some comfort, for public companies and Chief Information Security...more

WilmerHale

Making the Connection - What Do Recent SEC Enforcement Actions Mean for Cyber Controls?

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On July 18, 2024, the U.S. District Court for the Southern District of New York dismissed most of the claims brought by the Securities and Exchange Commission (the “Commission”) against SolarWinds Corp. and its Chief...more

Steptoe & Johnson PLLC

New York Federal Court Refuses to Extend Accounting Controls Requirements to Cybersecurity Controls

Section 13(b)(2)(B) of the Securities Exchange Act of 1934 requires public companies to “devise and maintain a system of internal accounting controls.” In a recent opinion, a New York federal court rejected the Securities...more

Skadden, Arps, Slate, Meagher & Flom LLP

Takeaways From the Dismissal of SEC Claims Against SolarWinds and Its CISO

The U.S. District Court for the Southern District of New York has dismissed many of the Securities and Exchange Commission’s (SEC’s) claims against software development company SolarWinds and its chief information security...more

A&O Shearman

Judge dismisses most of SEC’s suit against SolarWinds over cybersecurity disclosures

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On July 18, 2024, U.S. District Judge Paul Engelmayer of the U.S. District Court for the Southern District of New York issued a comprehensive 107-page opinion that may have significant implications for the Securities and...more

White & Case LLP

Judge Rejects SEC’s Aggressive Approach to Cybersecurity Enforcement

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On July 18, 2024, a New York federal judge dismissed most of the US Securities and Exchange Commission’s ("SEC") claims against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer...more

Holland & Knight LLP

Court in SolarWinds Case Blows Down SEC's Cyber Enforcement Authority

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The U.S. District Court for the Southern District of New York on July 18, 2024, dismissed most of the SEC's landmark cyber enforcement litigation against SolarWinds Corp. (SolarWinds or the Company) and the Company's Chief...more

The Volkov Law Group

SEC Expands Internal Controls Provision to Cover Cybersecurity Incidents and Reaches $2.1 Million Settlement with R.R. Donnelley &...

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In a significant expansion of internal controls enforcement, the SEC announced a $2.1 million settlement with R.R. Donnelley & Sons Co. (“RRD”) for its handling of a 2021 ransomware attack and resulting disclosure failures. ...more

Holland & Knight LLP

SEC Expands Scope of Internal Accounting Controls in Cybersecurity Breach Settlement

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The SEC continues to expand its cybersecurity enforcement authority to include allegations that a company's failure to monitor its managed security service providers (MSSP) amounts to violations of federal securities laws....more

Goodwin

The Coming Storm: Preparing for The SEC's Final Climate-Related Disclosure Rules

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On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules that will require expansive new climate-related disclosures in Form 10-K and Form 20-F annual reports and most registration statements....more

White & Case LLP

Key Considerations for the 2024 Annual Reporting Season: Your Upcoming Form 20-F and other FPI-Specific Considerations

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This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2024 annual reporting season, divided into two sections: Form 20-F Housekeeping...more

Pillsbury Winthrop Shaw Pittman LLP

AI and the “G” in ESG

As artificial intelligence (AI) expands into virtually every industry, companies should consider AI’s potential impacts on corporate governance and internal controls. Companies should integrate AI thoughtfully to ensure...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for Non-US Issuers

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Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for US Issuers

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Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

Pillsbury Winthrop Shaw Pittman LLP

The Crossroads of Cybersecurity and National Security: Delaying Disclosure of Incidents under the SEC’s New Cybersecurity Rule

In recent guidance, the Department of Justice made clear that it will very rarely grant an extension of registrants’ deadline to disclose material cybersecurity incidents under the SEC’s Final Rules. Under the Securities and...more

White & Case LLP

Key Considerations for Updating 2023 Annual Report Risk Factors

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With the 2023 annual report season upon us, it is time for companies to take stock of risk factors for 10-Ks and 20-Fs, and consider whether recent economic, political, technological, and regulatory developments have had (or...more

Wilson Sonsini Goodrich & Rosati

Charter Communications Fined $25 Million for Violating Stock Buyback Related Internal Accounting Controls Requirements

On November 14, 2023, the U.S. Securities and Exchange Commission (SEC), with two Commissioners dissenting, announced settled charges against Charter Communications Inc. (Charter) for violating internal accounting controls...more

WilmerHale

Keeping Current With Form 8-K: A Practical Guide - October 2023

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

White & Case LLP

The SEC’s Charges Against SolarWinds and its Chief Information Security Officer Provide Important Cybersecurity Lessons for Public...

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On October 30, 2023, the US Securities and Exchange Commission ("SEC") announced that it filed charges against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer ("CISO") in connection...more

BCLP

SEC Brings Landmark Cybersecurity Disclosure Lawsuit Against Solarwinds and Its CISO

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On October 30, 2023, the SEC filed charges against SolarWinds Corp. and its chief information security officer (CISO), alleging: ..Failures to disclose known cybersecurity vulnerabilities affecting the company’s “crown...more

Akin Gump Strauss Hauer & Feld LLP

SEC Releases Risk Alert on EXAMS Process

Investment Advisers: Assessing Risks, Scoping Examinations, and Requesting Documents* I. Introduction - The SEC-registered investment adviser (“adviser”) population is large and diverse, ranging from global asset managers...more

Keating Muething & Klekamp PLL

SEC Charges Public Company for Misleading Non-GAAP Disclosures

On March 14, 2023, DXC Technology Company (“DXC”) settled with the Securities and Exchange Commission (“SEC”) for $8 million regarding alleged misleading disclosures in DXC’s public filings. The SEC claimed DXC made...more

Holland & Knight LLP

Risky Business: SEC Expands DCP Enforcement Using Company Risk Factors

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Outside of the small circle of federal securities law nerds (we proudly proclaim our membership), the phrase "disclosure controls and procedures" (DCP) rarely garners much attention. However, a recent settled order issued by...more

BCLP

SEC penalizes company with good disclosures for insufficient controls

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What happened? In a recent settlement order, the SEC charged Activision Blizzard with failing to maintain adequate disclosure controls and procedures. Notably, the SEC did not claim that the company’s SEC filings were...more

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