On February 11, 2025, Mark T. Uyeda, the acting chairman of the Securities and Exchange Commission, took action with respect to The Enhancement and Standardization of Climate Disclosures for Inventors rule, which was adopted by the Commission on March 6, 2024 (the “Rule”). This statement signals a significant change in the Commission’s position on the
Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE
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SEC Settles Charges Against Shift4 After Failing to Disclose Related-Person Transactions
In a settled enforcement action, the Securities and Exchange Commission (“SEC”) charged Shift4 Payments, Inc. (“Shift4”), a payment processing company based in Pennsylvania, with failing to disclose payments made to immediate family members of executive officers and directors as compensation.
Item 404(a) of Reg S-K requires companies describe transactions since the beginning of the last…
SEC Announces Settlement with Express, Inc. for Failure to Disclose CEO Perks
On December 17, 2024, the Securities and Exchange Commission (“SEC”) announced that it had settled charges against Ohio-based Express, Inc. (“Express”). The SEC ultimately found that Express violated Sections 13(a) and 14(a) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-15(a), 14a-3, and 13a-9 by failing to disclose all of its former…
SEC Director of Corporation Finance Speaks to Cybersecurity Disclosures
Erik Gerding, Director, Division of Corporation Finance, released a statement on the preferred methods to disclose certain cybersecurity incidents. Mr. Gerding noted “The cybersecurity rules that the Commission adopted on July 26, 2023 require public companies to disclose material cybersecurity incidents under Item 1.05 of Form 8-K. If a company chooses to disclose a cybersecurity…
Supreme Court: Rule 10b-5 Does Not Cover Pure Omissions
In Macquarie Infrastructure Corp., et al., v. Moab Partners, L. P., et. al, a unanimous United States Supreme Court held that failure to make MD&A disclosures required by Item 303 of Regulation S-K does not violate Rule 10b-5(b). The Court reiterated the tenet of Basic Inc. v. Levinson that “Silence, absent a duty to…
SEC Adopts Final Climate Rules
The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and annual reports. The final rules will require information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely…
SEC Adopts Final Amendments Related to Share Repurchases
The SEC has adopted final amendments requiring disclosures related to issuers’ share repurchases. The amendments will require domestic issuers to:
SEC Adopts Final Rule on 10b5-1 Plans
The SEC has adopted final amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. The amendments:
- Add new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1), including cooling-off periods for directors, officers, and persons other than issuers;
- Create new disclosure requirements regarding issuers’ insider trading policies and procedures
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SEC Proposes ESG Disclosures for Investment Advisers and Investment Companies
The SEC has proposed amendments to rules and disclosure forms to promote consistent, comparable, and reliable information for investors concerning funds’ and advisers’ incorporation of environmental, social, and governance (“ESG”) factors.
The proposed changes would apply to registered investment companies, business development companies (together with registered investment companies, “funds”), registered investment advisers, and certain unregistered…
SEC Charges Issuer with Failure to Disclose Source of Revenue Growth
The SEC announced settled charges against technology company NVIDIA Corporation for inadequate disclosures concerning the impact of cryptomining on the company’s gaming business.
The SEC’s order finds that, during consecutive quarters in NVIDIA’s fiscal year 2018, the company failed to disclose that cryptomining was a significant element of its material revenue growth from the sale…