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

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

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

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

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