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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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SEC’s Division of Corporation Finance “Sample Letter to Companies Regarding Their XBRL Disclosures”

On September 7, 2023, the staff of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC” or “Commission”) published a sample comment letter (known as a “Dear Issuer” letter) to companies regarding their eXtensible Business Reporting Language (XBRL, which for purposes of this Update…

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Recent SEC’s Enforcement Actions Highlight Continued Focus on Late Filing Disclosures

On August 22, 2023, the Securities and Exchange Commission (the “SEC”) announced that it had instituted and settled proceedings against five public companies for failing to disclose in Form 12b-25 that their request for seeking a delayed quarterly or annual reporting filing was caused by an anticipated restatement or correction…

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Additional Disclosure and Interpretive Guidance from the SEC’s Division of Corporation Finance on Insider Trading Arrangements and Policies

On August 25, 2023, the Division of Corporation Finance of the Securities and Exchange Commission issued additional interpretive guidance on Rule 10b5-1 trading plan requirements. Our Public Company Advisory Practice prepared this Additional SEC Staff Guidance on Insider Trading Arrangements and Policies to summarize the guidance.

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