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On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two C&DIs to clarify the pay versus performance (“PVP”) disclosure requirements in Item 402(v) of Regulation S-K.  The new C&DIs include clarifications on the reporting of

On October 16, 2023, the Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission announced its examination priorities for 2024. While the Division typically announces its examination priorities near the start of the calendar year, this is the first time that the Division has published its examination priorities this early, to align

On September 7, 2023, the Staff of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) issued a sample comment letter (“Letter”), containing sample comments that the Division may issue to companies relating to the disclosure of financial and other information using the eXtensible Business Reporting Language (“XBRL”) format.  The

On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued a release, adopting final rules (the “Final Rules”) aimed at standardizing and enhancing disclosure relating to cybersecurity incidents and risk management processes. The SEC had proposed rules (the “Proposed Rules”) on March 9, 2022. The Final Rules reflect the considerable comments received

On June 7, 2023, the US Securities and Exchange Commission (the “SEC”) unanimously adopted final rules amending Regulation M (the “Final Rules”) to remove its references to credit ratings, replace them with alternative measures of creditworthiness and impose related record-keeping obligations on broker-dealers. The SEC had previously proposed amendments to Regulation M (the “Proposed Rules”)

During this morning’s open meeting of the US Securities and Exchange Commission (“SEC”), the Commissioners unanimously voted to adopt amendments to remove references to credit ratings from Regulation M, and replace these with alternative standards of creditworthiness. The existing exceptions in Rules 101 and 102 of Regulation M for certain investment grade rated securities will

On February 15, 2023, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) issued Release No. 34-96930 (the “Adopting Release”), containing final rules (the “Final Rules”) that will shorten the standard settlement cycle for broker-dealer transactions in securities from the current two business days after the trade date (“T+2”) to one business day

On June 9, 2022, the staff (“Staff”) of the US Securities and Exchange Commission (“SEC”) added Question 101.01 to its Compliance and Disclosure Interpretations (“C&DI”), addressing forward contracts on restricted securities. The new CD&I clarifies that forward contracts on restricted securities would not be considered “intended to be physically settled” under certain circumstances as discussed

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,

This practice note discusses market trends on how public companies’ political contributions, or “political spending,” are perceived to be intertwined with environmental, social, and governance (ESG) issues, and provides illustrative; disclosures regarding political contributions. This piece concludes with recommendations on how to prepare and enhance such disclosures.

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