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 ExecutiveUpdate (and Refocus) on California Climate Disclosures
By Sehrish Siddiqui on
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 DisclosuresRecyclable K-Cups: Investors Beware?
By Sehrish Siddiqui on
Posted in Disclosure, SEC Guidance
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?The Time is Here: Public Companies Should be Mindful of the Upcoming Insider Trading Policy Form 10-K Exhibit Filing Requirement
By Kevin Douglas & Justin Hay on
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 RequirementJust In! More Guidance on Material Cybersecurity Incidents (Item 1.05 of Form 8-K)
By Sehrish Siddiqui on
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)Certain Members of Congress Urge SEC to Enforce Existing Climate Disclosure Rules During Litigation
By Sehrish Siddiqui on
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 LitigationUpdate on Litigation Timeline of SEC’s Climate Disclosure Rules
By Sehrish Siddiqui on
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 RulesT+1 = Here We Come!
By Sehrish Siddiqui on
Posted in Regulation Changes, SEC Guidance
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!Embattled SEC Climate Disclosure Rule
By Sehrish Siddiqui on
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 RuleU.S. Supreme Court Unanimously Holds Pure Omissions in Item 303 Disclosures Not Actionable under Private Securities Laws
By Shayne Clinton, Margaret Dodson & Britt Latham on
Posted in Disclosure
The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases. The case is important for issuers and shareholders alike for several reasons:
Continue Reading U.S. Supreme Court Unanimously Holds Pure Omissions in Item 303 Disclosures Not Actionable under Private Securities Laws