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On March 3, the United States Securities and Exchange Commission (SEC) issued guidance expanding its policies related to its confidential Draft Registration Statement (DRS) review process to all registration statements made under the Securities Act of 1933, as amended (Securities Act) and the Exchange Act of 1934, as amended (Exchange Act).Continue Reading SEC Expands Accommodations for its Confidential Registration Statement Review Process, Increasing Flexibility for Issuers

On February 11, Securities and Exchange Commission (SEC) Acting Chairman Mark Uyeda asked the Eighth Circuit not to schedule oral arguments for the SEC’s climate disclosure rules, which were adopted in March 2024, and soon voluntarily stayed by the SEC pending the outcome of the Eighth Circuit litigation.Continue Reading SEC Pauses Defense of Climate Disclosure Rules

On December 11, the Court of Appeals for the Fifth Circuit vacated Nasdaq Listing Rule 5605(f) and Nasdaq Listing Rule 5606(a) (together with Nasdaq Listing Rule IM-5900-9, the Board Diversity Rules) by a 9-8 vote. In Alliance for Fair Board Recruitment v. SEC, the Fifth Circuit held that the Securities and Exchange Commission (SEC) acted outside of its authority when it approved Nasdaq’s Board Diversity Rules in 2021.Continue Reading Fifth Circuit Vacates Nasdaq Board Diversity Rules

I authored an article for Bloomberg Law discussing steps companies can take to protect themselves in the shifting and complex landscape of environmental, social, and governance (ESG) transparency.

To reduce the risk of greenwashing claims, I recommend that companies have third-party auditors verify their ESG data and establish strong internal controls.Continue Reading How to Tackle Greenwashing Claims

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

From the Bass, Berry & Sims Blog Network
From the Bass, Berry & Sims Blog Network

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