On November 13, 2024, during the Practicing Law Institute’s 56th Annual Institute on Securities Regulation, a panel of experts discussed recent disclosure developments for public companies. The main topics of discussion included Insider Trading Policies and 10b5-1 Plans, Non-GAAP Measures, Cybersecurity, and ESG.

Navigating the Updated SEC Rules for 10b5-1 Plans

The SEC’s recent

The Securities and Exchange Commission adopted (in a 3-2 vote) final rules related to climate-related disclosures.  These rules had first been proposed in March 2022.  In his opening remarks, SEC Chair Gensler noted that the climate-change related disclosure rules will apply to public companies and to public offerings, and are intended to benefit investors by

On January 24, 2024, the US Securities and Exchange Commission (the “SEC”) adopted new rules and amendments to existing rules and forms (the “Final Rules”) addressing (i) the treatment under the securities laws of special purpose acquisition companies (“SPACs”) in connection with their IPOs and their subsequent business combination transactions (“de-SPAC transactions”) with target operating

(Updated)

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 November 20, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued two new compliance and disclosure interpretations (“C&DIs”) on filing fees and XBRL exhibits. These C&DI’s are summarized below, with links to the full text provided.

Filing Fees

New Question 239.02 explains that, when a well-known season issuer that has registered

On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance (“PVP”) disclosure requirements in Item 402(v) of Regulation S-K and revised one C&DI to update guidance on non-GAAP financial measures that are presented in

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 August 25, 2023, the staff of the U.S. Securities and Exchange Commission posted five new compliance and disclosure interpretations (“C&DI’s”). Three of the new C&DIs related to the recent amendments to Rule 10b5-1 and two related to disclosure of insider trading arrangements.

C&DI 120.29 clarified that the filing date of a Form 10-Q or

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the capital markets or limitations on money market or commercial paper facilities. Resulting liquidity constraints may entail difficult decisions, including prioritizing the

Various members of the staff of the Securities and Exchange Commission’s Division of Corporation Finance had indicated in public statements at recent industry conferences that guidance would be forthcoming on aspects of pay versus performance.  The new Compliance and Disclosure Interpretations, which were posted on February 10, 2023, and which are reprinted below in