Our Year-End Tool Kit is Now Available

We are pleased to present our Year-End Tool Kit, which is intended to assist you in preparing for the upcoming annual reporting and proxy season. Our annual Tool Kit includes updated D&O Questionnaires, executive compensation materials and detailed calendars covering reporting and compliance deadlines — all of which are free…

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Holiday Reminder: SEC Closed on October 14

As a reminder, the SEC will be closed, and the EDGAR system will not accept filings, on Monday, October 14.  U.S. stock exchanges will be open for trading on Monday. The SEC’s EDGAR Calendar continues to identify the holiday taking place on Monday as “Columbus Day,” but in recent years…

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SEC Approves Nasdaq Rule Change on Using Reverse Stock Splits to Regain Minimum Bid Price Compliance

On October 7, 2024, the SEC issued an order approving a Nasdaq-proposed change to Listing Rule 5810(c)(3) relating to the exchange’s minimum bid price requirement, reverse stock splits and attempts to regain minimum bid price compliance which trigger non-compliance with another listing requirement. Under Nasdaq Rule 5550(a)(2), Nasdaq-listed companies are…

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Careful Review of Litigation Disclosure in Periodic Reports and Registrations Statement Required Following U.S. District Court’s Decision

As we enter the heart of Form 10-Q review season for calendar year-end companies and look ahead to Form 10-K review season early next year, a recent decision in a securities fraud class action suit reinforces the need to carefully review litigation disclosure in annual and quarterly reports and registration…

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SEC Disclosure Considerations Arising From the Israel-Hamas War

Registrants may have disclosure obligations under the federal securities laws related to the direct or indirect impact of Israel’s declaration of war on Hamas, a U.S. designated Foreign Terrorist Organization, and current armed conflict in Israel and the Gaza Strip (the “War”). Companies that have direct or indirect business operations,…

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FAQs on New Executive Incentive Compensation Clawback Rules

On October 26, 2022, the U.S. Securities and Exchange Commission (the “SEC”) adopted regulations implementing Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd Frank”). The SEC originally proposed these rules…

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