Public companies planning to grant stock options, SARs or similar option-like instruments to executive officers in 2024 should consider whether to avoid the windows in which a new disclosure requirement under SEC rules applies. See SEC Release 33-11138. Companies may already consider whether they have material non-public information at…

Public Companies are Exempt, But . . .

Public companies have an exemption from the filing requirements under the new Corporate Transparency Act (CTA) reporting rules.  The public company exemption applies to companies that are required to file reports with the U.S. Securities and Exchange Commission (SEC).  That exemption, however,…

The new SEC cybersecurity rules (Release No. 33-11216), codify and build on earlier SEC guidance on cybersecurity risks and incidents and require specific cybersecurity-related disclosures.

The new requirements include:

  • Disclosures within 4 business days of material cybersecurity incidents on Form 8-K beginning December 18, 2023
  • Standardized annual disclosures

…

Last week, each of the major stock exchanges filed proposed changes to their listing rules governing the adoption of “clawback” policies that will require listed companies to recover erroneously awarded compensation paid to executive officers in the event of a financial statement restatement. The SEC approved these rule changes (including…

On May 3, 2023, the SEC adopted final rules relating to corporate stock buybacks. The new rules have some significant differences from those the SEC proposed in December 2021.  While the new rules do require significantly greater detail about daily stock repurchases in Inline XBRL format, they will only require…

On April 24, 2023, the SEC extended, for a short time, the deadline for the effectiveness of stock exchange listing requirements under the Dodd Frank Act that will require listed companies to adopt clawback policies for erroneously awarded compensation (see our prior blog post here).  The bottom line is…

Following our February 24 post, we learned that representatives of accounting firms sought advice from the SEC on whether they can rely solely on Section 205 Orders to confirm valid issuance of outstanding shares as to which there is uncertainty. We understand that they were informed by the SEC…

On February 14, we reported that a number of Delaware corporations, mostly those resulting from deSPAC transactions, have petitioned the Court of Chancery to validate their increases in authorized shares and other corporate actions due to their failure to seek, and in many cases to obtain, the class vote that…