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 CompaniesForm 10-K
Form 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 cybersecurity disclosure and clawback disclosure, including two cover page checkboxes relating to accounting errors and clawbacks and the company’s…
Continue Reading Form 10-K RemindersSnapshot: Risk Factor Trends—Part 1
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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
Preparing for the 2023 Proxy Season
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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
Corp Fin Publishes New CDIs on Clawback Rules – Addresses Cover Page Check Boxes
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On January 27, 2023, the SEC’s Division of Corporation Finance (Corp Fin) published four new Compliance and Disclosure Interpretations (CDIs) relating to the SEC’s recently adopted clawback rules. Please refer to our previous Client Alert for more information on the clawback rules. These new CDIs address what had been an outstanding question relating to upcoming disclosure obligations, as well as a few other clarifications.Continue Reading Corp Fin Publishes New CDIs on Clawback Rules – Addresses Cover Page Check Boxes