The Public Company Accounting Oversight Board (PCAOB) delayed the adoption of a final rule with respect to its June 2023 proposal (Proposal) to increase auditors’ responsibility to evaluate and disclose a public company’s noncompliance with laws and regulations (NOCLAR). While the PCAOB originally indicated the Proposal would be adopted in 2024, the PCAOB’s website now states there will be no further action on the Proposal until 2025.

Continue Reading PCAOB Delays NOCLAR Rulemaking to 2025 Amid Controversy and Election-Year Dynamics

Join us, along with prominent environmental, social and governance (ESG) and corporate and securities thought leaders on December 17, for the next session in our ESG Impact Webinar Series. As public companies prepare for the 2025 reporting season amid the transition to the new administration, staying ahead of the curve is essential.

Continue Reading Register Now | ESG Outlook: Preparing for the 2025 Reporting Season Webinar

Soon after California passed far-reaching climate legislation last year (referred to herein as SB 253 and SB 261; see our earlier blog post here and here for background), it was challenged in the U.S. District Court for the Central District of California (the district court).  In Chamber of Commerce of the United States of America et al. v. California Air Resources Board et al., No. 2:24-cv-00801 (C.D. Cal. 2024), the plaintiffs claimed that SB 253 and 261 violated the First Amendment, among other constitutional challenges. 

Continue Reading Motion for Summary Judgement Denied: Battle over California Climate Legislation Continues

As most public companies enter their fourth fiscal quarter and look ahead to filing their Form 10-Ks and proxy statements, a recent settlement agreement announced by the Securities and Exchange Commission (the SEC) serves as a cautionary tale about director independence and SEC disclosure requirements.

Continue Reading SEC Charges Former Public Company Director and CEO with Concealing Close Friendship with Company Executive

As anticipated, on September 27, California Governor Gavin Newsom signed into law Senate Bill 219 (SB 219), after the California legislature passed it on August 31, 2024. SB 219 amends the Climate Corporate Data Accountability Act (SB 253) and the Climate‐Related Financial Risk Act (SB 261), both of which are summarized in our previous blog post.

Continue Reading Update (and Refocus) on California Climate Disclosures

On September 10, the Securities and Exchange Commission (the Commission or SEC) charged Keurig Dr Pepper Inc. (Keurig) for making inaccurate statements about the recyclability of its K-Cup single-use beverage pods.  Without admitting or denying the findings in the order, Keurig agreed to a cease-and-desist order and to pay a civil penalty of $1.5 million.

Continue Reading Recyclable K-Cups: Investors Beware?

In connection with the upcoming Form 10-K/proxy season, public companies with a fiscal year ending on December 31 will be required, for the first time, to publicly file their insider trading policies as exhibits to their Annual Report on Form 10-K pursuant to Item 408(b) of Regulation S-K.  Prior to this SEC rules requirement, it was fairly uncommon for public companies to make their insider trading policies publicly available (on a voluntary basis). 

Continue Reading The Time is Here: Public Companies Should be Mindful of the Upcoming Insider Trading Policy Form 10-K Exhibit Filing Requirement

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