On October 18, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting to “require market participants to provide more timely information on their positions to meet the needs of investors in today’s financial markets.”Continue Reading SEC Adopts Amendments to Modernize Beneficial Ownership Reporting
SEC Stays Repurchase Disclosure Rules and the Fifth Circuit Denies SEC’s Motion for Additional Time to Cure Rule Defects
On November 22, the Securities and Exchange Commission (SEC) stayed the recently enacted Share Repurchase Disclosure Modernization Rule (Repurchase Disclosure Rule) pursuant to section 705 of the Administrative Procedure Act and the U.S. Court of Appeals for the Firth Circuit’s (Fifth Circuit) October 31, 2023 opinion providing the SEC 30 days to correct defects in the Repurchase Disclosure Rule. For an overview of the Fifth Circuit’s October 31 opinion, please refer to our earlier blog post: Fifth Circuit Requires SEC to Revisit Share Repurchase Disclosure Rules.Continue Reading SEC Stays Repurchase Disclosure Rules and the Fifth Circuit Denies SEC’s Motion for Additional Time to Cure Rule Defects
Fifth Circuit Requires SEC to Revisit Share Repurchase Disclosure Rules
On October 31, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) issued an opinion finding that the U.S. Securities and Exchange Commission (SEC) violated the Administration Procedure Act when adopting recent amendments to its share repurchase rules (as amended, the Rule). Rather than vacate the Rule, the Fifth Circuit provided the SEC with 30 days to correct the errors identified by the Fifth Circuit.Continue Reading Fifth Circuit Requires SEC to Revisit Share Repurchase Disclosure Rules
SEC Comment Letters on Non-GAAP Measures
In a recent article for Agenda, I commented on the comment letters from the Securities and Exchange Commission (SEC) related to non-GAAP measures and what this focus could mean for audit committees. Continue Reading SEC Comment Letters on Non-GAAP Measures
Non-GAAP Comment Letters: SEC Areas of Focus
On December 13, 2022, the Securities and Exchange Commission (SEC) issued seven new or revised Compliance and Disclosure Interpretations (C&DIs) on topics regarding the use of non-GAAP financial measures in SEC filings. Typically, the release of C&DIs, whether new or revised, indicates that a certain subject will be an area of heightened focus in SEC comment letters and enforcement actions.Continue Reading Non-GAAP Comment Letters: SEC Areas of Focus
SEC Adopts Cybersecurity Disclosure Rules
On July 26, the Securities and Exchange Commission (SEC), by a 3-2 vote, adopted final rules intended to enhance public companies’ disclosures regarding (1) cybersecurity incidents through a new required current report item under Form 8-K and (2) cybersecurity risk management and governance in annual reports on Form 10-K through a new item under Regulation S-K. Continue Reading SEC Adopts Cybersecurity Disclosure Rules
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
Society for Corporate Governance: Southeastern Chapter Multi-City Meeting
We will be presenting at the Society for Corporate Governance: Southeastern Chapter Multi-City Meeting. The multi-city meeting will include speakers across five different host cities in the Southeast – Atlanta, Birmingham, Charlotte, Miami, and Nashville. Continue Reading Society for Corporate Governance: Southeastern Chapter Multi-City Meeting
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
FAQs on the SEC’s Newly Adopted Amendments to Rule 10b5-1 Trading Plans and Related Disclosures
We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked questions on the new rules.Continue Reading FAQs on the SEC’s Newly Adopted Amendments to Rule 10b5-1 Trading Plans and Related Disclosures