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

We are updating our March 6, 2023 QuickStudy that discussed the new statutory exemption under section 15(b)(13) of the Securities Exchange Act of 1934 from broker registration that allows unregistered M&A advisers to provide M&A advice and services in certain smaller transactions. As anticipated in our QuickStudy, on March 29,

The public comment period for the new NYSE and Nasdaq listing standards requiring public companies to have expanded clawback policies ended on April 3, 2023. The new standards will require listed companies to have clawback policies that provide for the recovery of excess incentive-based compensation of current and former executive

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

As April 13th approaches, in-house counsel at public companies should prepare for the electronic Form 144 filing requirement beginning on that date.  Form 144 is the filing that officers and directors of public companies file under Rule 144 when they sell shares of their company’s stock (other than pursuant to

The SEC announced on February 3, 2023 a settled enforcement action against Activision Blizzard, Inc., finding that it failed to have adequate controls for reporting widespread workplace misconduct to management and used separation agreements for employees that impeded whistleblowing in violation of SEC rules.[1]

Disclosure Controls and Procedures Failures

Public companies with a calendar fiscal year are already in the process of preparing their Annual Report on Form 10-K and their glossy Annual Report to Shareholders.  Here are two technical points to remember that are new this year:

Form 10-K Cover Page

The Securities and Exchange Commission (SEC) recently