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On August 26, 2024, the U.S. Securities and Exchange Commission (SEC) issued an order granting approval of The Nasdaq Stock Market LLC’s (Nasdaq’s) proposed rule change, to Nasdaq Rules 5605, 5615, and 5810. These amendments 1) clarify and modify the phase-in schedules for certain corporate governance requirements, making them substantially…

Continue Reading SEC Approves Amendments to Nasdaq Phase-In Schedules and Cure Periods

On July 8, 2024, SEC Chair Gary Gensler announced the release of the SEC’s Spring 2024 Regulatory Agenda (Regulatory Agenda), which outlines the SEC’s planned regulatory actions over the next 12 months. This latest Regulatory Agenda includes a total of 34 rules, with 15 rules at the proposed rulemaking stage and 19 rules at the final rulemaking stage. While the Regulatory Agenda provides insights into Chair Gensler’s priorities (compiled as of May 1, 2024) and the anticipated timing of proposed and final rules, actual rule adoption or proposal timing may vary significantly, and could come before or after the listed dates. The outcome of the 2024 presidential election may also impact timing and priorities.Continue Reading SEC Announces Release of Spring 2024 Regulatory Agenda

As part of its continuing efforts to clarify the application of the SEC’s rules regarding the disclosure of material cybersecurity incidents,[1] on June 24, 2024, the Division of Corporation (Corp Fin) issued five new Compliance and Disclosure Interpretations (CDIs). All five of the CDIs focus on the materiality determination required under Item 1.05 of Form 8-K and are summarized below. The full text of the CDIs is set forth at the end of this post.Continue Reading Corp Fin Issues CDIs on Cybersecurity Incident Reporting

As questions and commentary continue to arise with respect to the SEC’s rules on disclosure of material cybersecurity incidents, the SEC staff has sought to provide additional guidance on the application of the final cybersecurity disclosure rules.[1] On June 20, 2024, Erik Gerding, the Director of the SEC’s Division…

Continue Reading Corp Fin Issues Additional Guidance Relating to Cybersecurity Incident Disclosure

On May 21, 2024, Erik Gerding, the Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), released a statement (statement) on the disclosure of cybersecurity incidents. This statement relates to disclosures made under new Item 1.05 of Form 8-K, which was adopted by the SEC in July 2023,[1] and requires companies to disclose information relating to material cybersecurity incidents within four business days of determining that the incident is material. For more information on the cybersecurity rules, please see our previous Client Alert.Continue Reading Corp Fin Issues Guidance on Disclosure of Cybersecurity Incidents

In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules relating to insider trading arrangements and related disclosures. Among other things, the final rules require new issuer disclosures relating to Rule 10b5-1 trading plans, insider trading policies and procedures, option grant policies and procedures, and certain option…

Continue Reading REMINDER: New Insider Trading and Option Grant Disclosures for March 31 FYE Companies

Our recent Client Advisory provides a comparison tool to assist companies in determining whether they fall within the scope of the SEC’s final climate disclosure rules (currently stayed pending review of legal challenges), the California climate disclosure laws (Senate Bills 253 and 261 and Assembly Bill 1305), and the European…

Continue Reading SEC, California, and CSRD Climate Disclosure Requirements Comparison Tool

Our recent Client Alert discusses that on April 4, 2024, the U.S. Securities and Exchange Commission (SEC) published an order staying the final climate-related disclosure rules[1] pending completion of judicial review of the consolidated legal challenges in the U.S. Court of Appeals for the Eighth Circuit. Notwithstanding the stay…

Continue Reading SEC Pauses Climate-Related Disclosure Rules Amid Legal Challenges

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) voted to adopt final rules requiring disclosure of climate-related information in registration statements and annual reports, by both domestic registrants and foreign private issuers. The final rules are comprehensive, detailed, and intended to encourage consistent comparable, and reliable disclosure of climate-related information.Continue Reading Webinar Recording Now Available | The SEC’s Climate-Related Disclosure Rules