On June 24, the Securities and Exchange Commission (SEC) released five additional Compliance and Disclosure Interpretations for Item 1.05 of Form 8-K (Material Cybersecurity Incidents).  These interpretations provide additional guidance as to whether and when materiality determinations should be made and when related reporting obligations arise. 

Continue Reading Just In! More Guidance on Material Cybersecurity Incidents (Item 1.05 of Form 8-K)

Earlier this month, 38 Congressional Democrats (10 Senators; 28 Representatives) sent a letter to Chairman Gary Gensler of the Securities & Exchange Commission (SEC), urging the SEC to robustly enforce its existing rules and climate disclosure-related guidance while the recent climate disclosure rules are under litigation  and a related stay.

Continue Reading Certain Members of Congress Urge SEC to Enforce Existing Climate Disclosure Rules During Litigation

We previously blogged about the final climate disclosure rules, and how the Securities and Exchange Commission (SEC) voluntarily stayed implementation of the final rules pending the completion of judicial review of the consolidated Eighth Circuit cases.

Continue Reading Update on Litigation Timeline of SEC’s Climate Disclosure Rules

On February 15, 2023, the Securities and Exchange Commission (SEC) adopted a set of rule amendments and new rules to facilitate the shortening of the standard settlement cycle for most broker-dealer transactions from two business days after the trade date (or T+2) to one business day after the trade date (or T+1). 

Continue Reading T+1 = Here We Come!

I was recently quoted in Corporate Compliance Insights sharing perspective on the new climate disclosure rules issued in March 2024 by the Securities Exchange Commission (SEC). The SEC voluntarily stayed the new rules while the Court of Appeals for the Eighth Circuit completes judicial review of consolidated challenges to the new rules.

Continue Reading Embattled SEC Climate Disclosure Rule

The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases.  The case is important for issuers and shareholders alike for several reasons:

Continue Reading U.S. Supreme Court Unanimously Holds Pure Omissions in Item 303 Disclosures Not Actionable under Private Securities Laws

After almost two years following its proposed rules, on March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules to require public companies to disclose certain climate-related information in registration statements and annual reports.

Continue Reading The SEC Finally Adopts Climate Change Disclosure Rules: Making Sense of 800+ Pages

On February 29, the Securities and Exchange Commission (the SEC) announced that it settled an administrative proceeding against Lordstown Motors Corps’ former auditor, Clark Schaefer Hackett and Co. (CSH)—the same day that the SEC also announced charges against Lordstown for misleading investors about the sales prospects of its flagship electric pickup truck, the Endurance.

Continue Reading SEC Settlement with Audit Firm Serves as Reminder of Important Independence Rules