Governance & Securities Watch - Feed

SEC Reveals Latest Regulatory Priorities: Key Actions Affecting Public Companies and Investors

Howard Dicker — Fri, 19 Jul 2024 21:06:50 +0000

The regulatory agenda of the U.S. Securities and Exchange Commission was recently published and indicates the short- and long-term regulatory actions that the agency plans to take. Although the SEC seldom meets the timeline it sets for itself, the agenda can be a useful guide to the actions the SEC is currently prioritizing. In this Alert […]

The post SEC Reveals Latest Regulatory Priorities: Key Actions Affecting Public Companies and Investors appeared first on Governance & Securities Watch.

SEC Issuer Repurchase Disclosures: Be sure to look at the correct rules

Howard Dicker — Mon, 26 Feb 2024 21:17:57 +0000

As we discussed in our prior alerts (here, here, and here), the U.S. Court of Appeals for the Fifth Circuit in December 2023, vacated the share repurchase modernization disclosure rules previously approved by the U.S. Securities and Exchange Commission in 2023. This is the rulemaking that would have required new detailed disclosures in Forms 10-K and 10-Q of daily issuer share repurchases, among other things (and similar disclosures for foreign private issuers). Unfortunately, many reference sources that companies use for SEC rules and forms updated them for the modernization disclosure rules but did not further update them to revert back to the preexisting disclosure requirements.

SEC Adopts Cybersecurity Disclosure Rules as Security Incidents Become More Frequent

Governance & Securities Watch — Fri, 28 Jul 2023 18:01:47 +0000

In response to a significant rise in cybersecurity incidents at public companies and the SEC’s view that there is inconsistent disclosure relating to such incidents, this week, the SEC adopted cybersecurity disclosure rules, with a few notable changes from the proposing release. The final rules will require a U.S. public company to disclose (1) on Form 8-K the occurrence of a material cybersecurity incident within four business days after determining that such incident is material and (2) in the Annual Report on Form 10-K, the company’s risk management, strategy and governance of cybersecurity. Foreign private issuers are subject to similar requirements. In this Alert, we discuss these important new rules in greater detail and provide recommendations on what to do now.

Upcoming Form 10-Q or Form 10-K – New Disclosures for Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements of Directors and Section 16 Officers

Howard Dicker — Tue, 11 Jul 2023 20:34:30 +0000

Beginning with the first periodic filing with the SEC that covers the first full fiscal quarter beginning on or after April 1, 2023 (for many domestic calendar year companies, that is the Form 10-Q for the fiscal quarter ending June 30, 2023), companies are required to disclose, whether, in the last fiscal quarter, a director […]

The post Upcoming Form 10-Q or Form 10-K – New Disclosures for Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements of Directors and Section 16 Officers appeared first on Governance & Securities Watch.

SEC Rulemaking Agenda Timeline: Climate Change, Cyber and Other Rules on the Horizon

Governance & Securities Watch — Thu, 15 Jun 2023 18:49:11 +0000

This week the SEC’s spring regulatory agenda was published, which provided some much anticipated insight into the SEC’s plans regarding adoption of some significant rulemakings, including those on climate change and cybersecurity. Although the SEC does not always meet the timeline it sets for itself in its regulatory agenda (as evidenced by the fact that […]

The post SEC Rulemaking Agenda Timeline: Climate Change, Cyber and Other Rules on the Horizon appeared first on Governance & Securities Watch.

NYSE and Nasdaq Propose Compensation Clawback Listing Standards

Howard Dicker — Wed, 01 Mar 2023 21:44:02 +0000

Last week the New York Stock Exchange and the Nasdaq Stock Market filed their proposed “clawback” listing standards with the Securities and Exchange Commission as directed by SEC Rule 10D-1. As expected, the text of the proposed listing standards conforms very closely to Rule 10D-1. Listed companies will be required to develop and implement a policy providing for the recovery (or clawback), in the event of a required accounting restatement, of incentive-based compensation received by current or former executive officers where such compensation is based on the erroneously reported financial information. The NYSE and Nasdaq will prohibit the initial or continued listing of any security of a listed issuer that is not in compliance. In this Alert we discuss the proposed listing standards, timing for their effectiveness, some recent SEC staff interpretations, and next steps for management and directors of listed companies.

Disclosure Developments and 2022 Form 10-K Disclosure Locator

Patrick Wildes — Tue, 24 Jan 2023 22:44:55 +0000

This alert is aimed to help companies finalize their disclosure in the Form 10-K for the calendar year fiscal year-end. Additionally, many of these disclosure developments will be useful in considering material change disclosure in upcoming Form 10-Qs. View this Governance & Securities Alert.

The post Disclosure Developments and 2022 Form 10-K Disclosure Locator appeared first on Governance & Securities Watch.

You Don’t Need a Red Wave to Change the SEC’s Course. GOP’s Slim Regain of the House of Representatives Could Curtail the SEC’s Ambitious Rulemaking Initiatives

Adé Heyliger — Mon, 21 Nov 2022 06:00:00 +0000

ESG – Especially GHG – a likely target; crypto legislation, however, is more likely to receive bipartisan support Republicans will regain control of the US House of Representatives as of January 2023. Although that victory will likely come by a slim margin, GOP control of the House next year will also give the party leadership over […]

The post You Don’t Need a Red Wave to Change the SEC’s Course. GOP’s Slim Regain of the House of Representatives Could Curtail the SEC’s Ambitious Rulemaking Initiatives appeared first on Governance & Securities Watch.

SEC Adopts No Fault Executive Compensation Clawback Rules for Listed Companies: Covers “little r” Restatements

Governance & Securities Watch — Tue, 01 Nov 2022 15:37:34 +0000

Last week, the U.S. Securities and Exchange Commission (SEC) adopted the long-debated rule that will require listed companies to adopt policies requiring the recovery (or clawback) of erroneously awarded incentive compensation from current or former executive officers who received such compensation during the three fiscal years preceding the date on which the listed company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The final rules direct the national securities exchanges to establish listing standards requiring companies to develop, implement and comply with a compensation clawback policy. Issuers that do not adopt and comply with their compensation recovery policy would be subject to delisting. The final rules leave little discretion to the board of directors of the company, apply irrespective of misconduct, and are triggered by both “Big R” and “little r” restatements. The requirements apply to all listed companies, even foreign private issuers, controlled companies, and debt-only issuers. The rules also require listed issuers to provide disclosure about such policies and how they are being implemented. In this Alert we summarize the key elements of the rules, and offer considerations on “What to do now?”

SEC Rulemaking Agenda Timeline

Governance & Securities Watch — Mon, 27 Jun 2022 15:40:12 +0000

We have been blogging the last few months about a flurry of significant SEC rule proposals. There has been much speculation regarding when the SEC would move to adopt these proposed rules, particularly those addressing climate change disclosure, and in what form the adopted rules would take. Late last week, the SEC issued an ambitious […]

The post SEC Rulemaking Agenda Timeline appeared first on Governance & Securities Watch.