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
Best Practices for AI Disclosures in SEC Filings: Ensuring Transparency and Consistency
The rapid evolution of artificial intelligence (AI) is prompting an increase in AI-related disclosures in public companies’ SEC filings, a trend that is expected to continue. Continue Reading Best Practices for AI Disclosures in SEC Filings: Ensuring Transparency and Consistency
PCAOB Delays NOCLAR Rulemaking to 2025 Amid Controversy and Election-Year Dynamics
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
Update (and Refocus) on California Climate Disclosures
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
Just In! More Guidance on Material Cybersecurity Incidents (Item 1.05 of Form 8-K)
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)
T+1 = Here We Come!
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!
California Legislature Passes Significant Climate Disclosure Bills With Potential Broad Scope
Over the weekend, California Governor Gavin Newsom signed into law two major climate-related disclosure bills, Senate Bill 253: Climate Corporate Data Accountability Act (SB 253) and Senate Bill 261: Greenhouse Gases: Climate-Related Financial Risk (SB 261), which could have potentially broad application for companies meeting certain revenue thresholds that conduct business in California, whether or not such companies are incorporated or headquartered in California. Continue Reading California Legislature Passes Significant Climate Disclosure Bills With Potential Broad Scope
The PCAOB Closes Comment Period on Controversial Proposal to Expand Auditor Responsibility for Legal Compliance
The Public Company Accounting Oversight Board (PCAOB) recently closed the comment period for its proposal (the Proposal) to significantly increase the responsibility of audit firms to evaluate and disclose a subject public company’s noncompliance with laws and regulations (commonly referred to as NOCLAR).Continue Reading The PCAOB Closes Comment Period on Controversial Proposal to Expand Auditor Responsibility for Legal Compliance
Practical Considerations for Adopting a Clawback Policy in Advance of Effective Date of NYSE and Nasdaq Listing Standards
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
Virtual Broadcast: 4th Annual Corporate & Securities Counsel Public Company Forum
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