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

This post discusses three recent updates to Nasdaq listing rules including relating to 1) reverse stock splits, 2) board diversity, and 3) code of conduct waivers.

Reverse stock splits. On November 1, 2023, the U.S. Securities and Exchange Commission (SEC) published an order approving Nasdaq’s proposed rule change relating to notification and disclosure of reverse stock splits. Under the new listing rules, a Nasdaq-listed company conducting a reverse stock split will be required to:Continue Reading Recent Updates to Nasdaq Listing Rules

In an opinion issued on October 31, 2023, a three-judge panel of the United States Court of Appeals for the Fifth Circuit found that the U.S. Securities and Exchange Commission (SEC) acted “arbitrarily and capriciously” in adopting the share repurchase disclosure rules[1] and, as a result, remanded (rather than vacated) the rules and directed “the SEC to correct the defects in the rule within 30 days” of the opinion (or, November 30, 2023).[2]Continue Reading Share Repurchase Rules: Fifth Circuit Directs SEC to Correct Defects 

Join Wilson Sonsini for its 2023 Public Company General Counsel Webinar Series. Throughout November, Wilson Sonsini will host three virtual sessions on new SEC governance and disclosure requirements, including clawback policies, cybersecurity governance and disclosure, and share repurchase disclosure. To attend any of the three sessions, please register here.

Continue Reading Webinar Series Alert | Navigating New SEC Rules: November 1, 15, 29

On September 30, 2023, the U.S. Congress passed, and President Biden signed, a stopgap funding bill to avert a government shutdown, keeping the government open through November 17, 2023. While this is welcome news, there remains much work to be done to avoid a government shutdown after November 17, 2023.

Continue Reading Government Shutdown Averted, For Now; SEC Remains Open for Business

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

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