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Our Client Alert discusses the recent ruling by the Fifth Circuit striking down Nasdaq’s board diversity rules. On December 11, 2024, the Fifth Circuit vacated the SEC’s order approving Nasdaq’s board diversity rules. As a result of this ruling, Nasdaq-listed companies are no longer required to disclose the board diversity…

Continue Reading Nasdaq Board Diversity Rules Struck Down

Our recent Client Alert discusses that last week, a Texas federal district court judge in Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex., Dec. 3, 2024) issued a nationwide preliminary injunction temporarily enjoining enforcement of the Corporate Transparency Act and the U.S.

Continue Reading Corporate Transparency Act: Nationwide Preliminary Injunction on Appeal

Our recent Client Alert provides helpful reminders as preparations for annual reports on Form 10-K get under way. For calendar-year companies, upcoming Form 10-K filings will be required to include new disclosures regarding insider trading policies and procedures and equity awards made close in time to the release of material nonpublic information. In addition to the new disclosure requirements in upcoming Form 10-K filings, our Client Alert includes other disclosure considerations relating to cybersecurity, clawback policies, risk factors, climate-related disclosures, Inline XBRL, share repurchase disclosure, description of securities disclosure, CEO and CFO certifications, and exhibits. The Client Alert also discusses potential updates to D&O questionnaires and other year-end matters.Continue Reading Form 10-K Reminders

As we have previously reported (see Prior Alert 1, Prior Alert 2, and Prior Alert 3), on January 1, 2024, the new Beneficial Ownership Information (BOI) reporting requirements under the U.S. Corporate Transparency Act (CTA) came into effect. These reporting obligations require “reporting companies” to submit BOI…

Continue Reading Are Public Companies Required to Comply with the U.S. Corporate Transparency Act?

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