On December 13, 2022, the Securities and Exchange Commission (SEC) issued seven new or revised Compliance and Disclosure Interpretations (C&DIs) on topics regarding the use of non-GAAP financial measures in SEC filings. Typically, the release of C&DIs, whether new or revised, indicates that a certain subject will be an area of heightened focus in SEC comment letters and enforcement actions.

Continue Reading Non-GAAP Comment Letters: SEC Areas of Focus

On July 26, the Securities and Exchange Commission (SEC), by a 3-2 vote, adopted final rules intended to enhance public companies’ disclosures regarding (1) cybersecurity incidents through a new required current report item under Form 8-K and (2) cybersecurity risk management and governance in annual reports on Form 10-K through a new item under Regulation S-K.

Continue Reading SEC Adopts Cybersecurity Disclosure Rules

On June 9, 2023, the Securities and Exchange Commission (SEC) approved proposed amendments of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) to their respective listing standards to implement the SEC’s previously adopted recoupment rules. These listing standard amendments extended the effective date for the new clawback listing standards to October 2, 2023, meaning that companies listed on either exchange will need to adopt a compliant clawback policy no later than December 1, 2023.

Continue Reading Practical Considerations for Adopting a Clawback Policy in Advance of Effective Date of NYSE and Nasdaq Listing Standards

We will be presenting at the Society for Corporate Governance: Southeastern Chapter Multi-City Meeting. The multi-city meeting will include speakers across five different host cities in the Southeast – Atlanta, Birmingham, Charlotte, Miami, and Nashville.

Continue Reading Society for Corporate Governance: Southeastern Chapter Multi-City Meeting

Please join us for a virtual broadcast and replay of our 4th Annual Corporate & Securities Counsel Public Company Forum.

This half-day complimentary program will be broadcast virtually on February 2 and features timely and practical guidance on the latest developments in corporate and securities matters impacting public company in-house counsel.

Continue Reading Virtual Broadcast: 4th Annual Corporate & Securities Counsel Public Company Forum

I recently authored an article published by Bloomberg Law providing insights to emerging growth companies (EGC) that are maturing and will be imminently transitioning from the limited proxy disclosure requirements of an EGC to the expansive disclosure and governance requirements of a seasoned public company.

Continue Reading Tips for Registrants Transitioning from EGC Status

We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked questions on the new rules.

Continue Reading FAQs on the SEC’s Newly Adopted Amendments to Rule 10b5-1 Trading Plans and Related Disclosures

Subscribers to our blog know that we monitor EDGAR for new SEC comment letters and enjoy bringing attention to the more interesting ones.  In today’s blog post, we bring your attention to a recent SEC comment letter exchange where the registrant (a trust) was asked to provide a legal analysis that a specific digital asset (in this case, ZEN) was not a “security” under Section 2(a)(1) of the Securities Act.  In response to the comment, the letter attached as an exhibit a memorandum of counsel analyzing ZEN under the federal securities laws.

Continue Reading Recent SEC Comment Letter of Interest Regarding Whether a Digital Currency is a Security Under Section 2(a)(1) of the Securities Act

Please join us for our 4th Annual Corporate & Securities Counsel Public Company Forum. This half-day complimentary program will feature timely and practical guidance on the latest developments in corporate and securities matters impacting public company in-house counsel. A networking reception will follow.

Continue Reading Register Now | 4th Annual Corporate & Securities Counsel Public Company Forum