In this practice note, we discuss market trends in capital markets and securities-related considerations during the COVID-19 pandemic. It describes how the US Securities and Exchange Commission (“SEC”) addressed the effects of the pandemic through exemptive orders and guidance and discusses key disclosure matters, including risk factors, management’s discussion and analysis of financial position and
Laura D. Richman
SEC Reopens Clawback Comment Period…Again
On June 8, 2022, the US Securities and Exchange Commission (“SEC”) issued a release (“New Reopening Release“), reopening the comment period on the clawback listing standard rules that it proposed in 2015 (“2015 Proposal“). At the same time, the SEC made available a memorandum prepared by the staff of the SEC’s…
SEC Updated Electronic Filing Requirements
On June 3, 2022, the US Securities and Exchange Commission (SEC) updated electronic filing requirements, making it mandatory to submit certain documents to the SEC electronically via EDGAR. Among other documents, this new requirement will apply to Form 144 and to “glossy” annual reports to security holders. The amendments will also require the use of…
New SEC C&DIs Impacting Mergers and Acquisitions
On March 22, 2022, the staff (Staff) of the US Securities and Exchange Commission (SEC) issued six compliance and disclosure interpretations (C&DIs) impacting mergers and acquisitions. Two of the new C&DIs relate to Item 1.01 of Form 8-K. Three of the C&DIs interpret proxy solicitation requirements. One addresses a tender offer issue relating to special…
SEC Proposes Climate Change Disclosure Rules Applicable to Public Companies
On March 21, 2022, the US Securities and Exchange Commission (SEC) voted 3:1, with only Commissioner Hester Peirce dissenting, to propose long-awaited rules that, if adopted, would require extensive reporting by public companies of climate change-related disclosure and related attestation (the “Proposal”). Comments on the Proposal are due 30 days after publication in the Federal…
SEC Proposes New Rules on Public Company Cybersecurity Disclosures
On March 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released proposed amendments (the “Proposed Amendments”) aimed at enhancing and standardizing disclosure relating to cybersecurity risks and incidents. Under the existing regulatory framework, neither Regulation S-K nor Regulation S-X expressly requires that cybersecurity risk management procedures, cybersecurity risks or incidents be disclosed. However,…
SEC Proposes Amendments That Would Place New Cybersecurity Reporting and Disclosure Requirements on Public Companies
On March 9, 2022, the US Securities and Exchange Commission (“SEC”) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules to comprehensively regulate cybersecurity risk management, strategy, governance and incident reporting for public companies (“registrants”). The stated goals…
SEC Proposes Amendments to Schedules 13D and 13G
On February 10, 2022, the Securities and Exchange Commission (the “SEC”) proposed amendments to Schedules 13D and 13G relating to beneficial ownership reports (the “Proposed Amendments”).
The Proposed Amendments are intended to modernize the rules that govern reporting on Schedules 13D and G by, among other things, making information available to the public in a…
SEC Reopens Pay Versus Performance Comment Period
On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would require SEC reporting companies to make expanded disclosure of the relationship between executive pay and a company’s financial performance.…
2022 SEC Filing Deadlines and Financial Statement Staleness Dates
In our latest Legal Update, we summarize the US Securities and Exchange Commission’s 2022 calendar year filing deadlines and financial statement staleness dates.