On March 27, 2025, the SEC announced that it voted (2-1) to end its defense of the final enhanced and standardized climate-related disclosure rules (the Climate Rules). The SEC previously adopted the Climate Rules on March 6, 2024. The Climate Rules faced multiple immediate legal challenges, which were consolidated in
Continue Reading SEC Votes to End Defense of Climate Disclosure RulesSEC Reporting
Corp Fin Updates CDIs on Beneficial Ownership Reporting
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On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11 and issuing new Question 103.12.
In revised Question 103.11, Corp Fin expressed the view that a shareholder’s inability to…
Continue Reading Corp Fin Updates CDIs on Beneficial Ownership ReportingActing SEC Chairman Seeks Pause on Climate-Related Disclosure Rule Litigation
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On February 11, 2025, Acting Chairman of the U.S. Securities and Exchange Commission (the “Commission”) Mark Uyeda issued a statement directing the Commission staff to request that the U.S. Court of Appeals for the Eighth Circuit (the “Eighth Circuit”) delay scheduling oral arguments in the litigation involving The Enhancement and…
Continue Reading Acting SEC Chairman Seeks Pause on Climate-Related Disclosure Rule LitigationSnapshot: The First Year of Cybersecurity Incident Filings on Form 8-K Since Adoption of New Rules
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Background
In July 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to report material cybersecurity incidents under new Item 1.05 of Form 8-K beginning on December 18, 2023. Our intent with this snapshot is to review the first year of cybersecurity disclosures on Form 8-K.
Continue Reading Snapshot: The First Year of Cybersecurity Incident Filings on Form 8-K Since Adoption of New RulesNasdaq Board Diversity Rules Struck Down
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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 DownCorporate Transparency Act: Nationwide Preliminary Injunction on Appeal
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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 AppealForm 10-K Reminders
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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 RemindersAre Public Companies Required to Comply with the U.S. Corporate Transparency Act?
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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?REMINDER: New Schedule 13G Filing Deadlines
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In October 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules amending the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). Among other things, the final rules modified the filing deadlines for Schedule 13D and Schedule 13G filings.
Continue Reading REMINDER: New Schedule 13G Filing DeadlinesSEC Approves Amendments to Nasdaq Phase-In Schedules and Cure Periods
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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