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As a follow up to yesterday’s post, our recent Client Alert discusses new guidance from the FBI, DOJ, and SEC on requesting a delay to Form 8-K disclosures for material cybersecurity incidents that pose a substantial risk to national security or public safety.  Our client alert discusses the process the FBI has established to request the delay, the approach the DOJ will take when evaluating whether to authorize the delay, and new Compliance and Disclosure Interpretations (CDIs) issued by the SEC’s Division of Corporation Finance regarding this national security and public safety exception.

Continue Reading New Guidance on Delayed Disclosure of Material Cybersecurity Incidents

In July 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring that public companies report material cybersecurity incidents under new Item 1.05 of Form 8-K, and disclose information regarding their cybersecurity risk management, strategy, and governance in annual reports on Form 10-K. Foreign private issuers are subject to similar disclosure requirements in Forms 6-K and 20-F. Although the final rules were effective this past September, the SEC provided for transition periods for compliance with the new disclosure requirements, which transition periods will end soon.

Continue Reading Reminder: Material Cybersecurity Incident Reporting Required December 18, 2023

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 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

In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act). These amendments added new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1) and became effective for Rule 10b5-1 plans entered into…

Continue Reading Reminder: Tracking Rule 10b5-1 Plans and Disclosure Timing

Our recent Client Alert discusses applicable rule changes, guidance, and disclosure considerations for the 2023 proxy season for public companies, as well as reminders for what is on the horizon for public company governance and disclosure. Our annual client alert covers the following topics:Continue Reading Preparing for the 2023 Proxy Season

In our Client Alert, we discuss the final rules adopted by the U.S. Securities and Exchange Commission (SEC) on December 14, 2022, which amend Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) to impose additional conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1). In addition, the final rules require new disclosures by issuers relating to Rule 10b5-1 trading plans, insider trading policies, and the timing of certain option grants to officers, as well as new disclosures by Section 16 reporting persons on Forms 4 and 5, including disclosure of bona fide gifts on Form 4 within two business days.Continue Reading SEC Adopts Final Amendments to Rule 10b5-1 and Related Disclosure Requirements

In our recent Client Alert, we discuss the updates made to the Non-GAAP Financial Measures Compliance and Disclosure Interpretations issued by the staff (Staff) of the Division of Corporation Finance of the U.S. Securities and Exchange on December 13, 2022. The updates, including additional commentary and examples in existing…

Continue Reading SEC Provides Important Updates to Non-GAAP Disclosure Guidance