Capital Markets Blog

Public Companies are Exempt, But . . .
Public companies have an exemption from the filing requirements under the new Corporate Transparency Act (CTA) reporting rules.  The public company exemption applies to companies that are required to file reports with the U.S. Securities and Exchange Commission (SEC).  That exemption, however, is not enough to insulate

The new SEC cybersecurity rules (Release No. 33-11216), codify and build on earlier SEC guidance on cybersecurity risks and incidents and require specific cybersecurity-related disclosures.
The new requirements include:

  • Disclosures within 4 business days of material cybersecurity incidents on Form 8-K beginning December 18, 2023
  • Standardized annual disclosures of cybersecurity policies and procedures

Last week, each of the major stock exchanges filed proposed changes to their listing rules governing the adoption of “clawback” policies that will require listed companies to recover erroneously awarded compensation paid to executive officers in the event of a financial statement restatement. The SEC approved these rule changes (including those of the NYSE,

We are updating our March 6, 2023 QuickStudy that discussed the new statutory exemption under section 15(b)(13) of the Securities Exchange Act of 1934 from broker registration that allows unregistered M&A advisers to provide M&A advice and services in certain smaller transactions. As anticipated in our QuickStudy, on March 29, the SEC announced that it

On May 3, 2023, the SEC adopted final rules relating to corporate stock buybacks. The new rules have some significant differences from those the SEC proposed in December 2021.  While the new rules do require significantly greater detail about daily stock repurchases in Inline XBRL format, they will only require filing of that information quarterly,

On April 24, 2023, the SEC extended, for a short time, the deadline for the effectiveness of stock exchange listing requirements under the Dodd Frank Act that will require listed companies to adopt clawback policies for erroneously awarded compensation (see our prior blog post here).  The bottom line is that the prospect of an

The public comment period for the new NYSE and Nasdaq listing standards requiring public companies to have expanded clawback policies ended on April 3, 2023. The new standards will require listed companies to have clawback policies that provide for the recovery of excess incentive-based compensation of current and former executive officers upon the restatement of

On December 13, 2022, the staff of the Division of Corporate Finance (the “SEC”) revised and expanded its Compliance and Disclosure Interpretations (“CDIs”) on reporting non-GAAP financial measures in SEC filings and press releases.  The CDIs present an opportunity for counsel to review the use of non-GAAP financial measures with their public company clients.
The