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On August 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued five new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 trading arrangements. Three of the CDIs provide clarification on the recent amendments to Rule 10b5-1, and the other two CDIs relate to the new quarterly disclosure requirements for Rule 10b5-1 plans. The full text of the CDIs is set forth in the Appendix below.Continue Reading Corp Fin Issues New CDIs on Rule 10b5-1 Plans and Related Disclosures

On August 25, 2023, the U.S. Securities and Exchange Commission (SEC) announced an increase in the fees that public companies and other issuers will be required to pay to register their securities, from $110.20 per million dollars to $147.60 per million dollars. This new fee rate will be effective October…

Continue Reading SEC Announces Increase in Registration Fee Rates Effective October 1, 2023

On July 19, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it will hold an open meeting on Wednesday, July 26, 2023, to consider whether to adopt rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies that are subject to…

Continue Reading SEC Announces Open Meeting to Consider Cybersecurity Rules

The U.S. Securities and Exchange Commission’s (SEC) 2023 Spring Unified Agenda of Regulatory and Deregulatory Actions was released last month and includes an anticipated action date for finalizing rules for cybersecurity disclosure by public companies by October 2023. Our recent Client Alert, published by our Privacy and Cybersecurity practice…

Continue Reading Preparing for the SEC’s Cybersecurity Disclosure Rules

In this blog post, we highlight five reminders that may be useful for issuers preparing and filing quarterly reports on Form 10-Q in the coming weeks.

1. Include Trading Arrangements Disclosure Under Item 408(a) of Regulation S-K. Domestic issuers (other than smaller reporting companies) are required to comply with the new disclosure requirements in Item 408(a) of Regulation S-K for fiscal quarters commencing on or after April 1, 2023.[1] For calendar-year issuers, compliance with the new disclosure requirements will be required in the upcoming second quarter Form 10-Q. See our previous post, Reminder: Tracking Rule 10b5-1 Plans and Disclosure Timing, for transition periods by fiscal year-end.Continue Reading Five Reminders for the Form 10-Q

In our Snapshot: Risk Factor Trends—Part 1 post, we reviewed the risk factor disclosures of 30 of the Lonergan Silicon Valley 150 (SV150) companies to see whether the length of the risk factor disclosure, both in terms of the number of pages of risk factors and the number of risk factors disclosed, had increased or decreased since the publication of the second edition of our Risk Factor Trends Report (2021 report).[1] Our review suggests that both the number of pages of risk factors and the number of risk factors disclosed are continuing to increase.Continue Reading Snapshot: Risk Factor Trends—Part 2

In 2020, we published our inaugural Risk Factor Trends Report, which summarized the risk factor disclosure practices of the Lonergan Silicon Valley 150 (SV150) prior to the amendments to Item 105, Risk factors, of Regulation S-K (Item 105).[1] In 2021, we published the second edition of our Risk Factor Trends Report (2021 report), which summarized the risk factor disclosure practices of the SV150 following the effective date of the amendments to Item 105.[2]Continue Reading Snapshot: Risk Factor Trends—Part 1

On May 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued three new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 and related disclosure requirements. The first two CDIs provide clarification on the transition timing for compliance with the new quarterly and annual…

Continue Reading Corp Fin Issues Three New CDIs on Rule 10b5-1 Amendments and Related Disclosure Requirements