Here’s our latest edition of our monthly feature – a quick snapshot of recent developments:
- We have posted the video archive for last week’s webcast – “The SEC’s New Cyber Disclosure Rules – What To Do Now” – during which three in-house practitioners shared a host of practice pointers in what was truly an amazing program. Here’s what one attendee said: “This had a lot of good practical advice compared to the many, many panels and programs I have heard recently on this topic.”
- David Aaron authored this extensive Client Update about how to assess the materiality of cyber incidents that includes a long laundry list of questions you might want to ask in making materiality assessments.
- We barely avoided a federal government shutdown, but it still could happen 45 days hence since what Congress funded was a stopgap measure. If there is a shutdown in mid-November, the SEC would be operating in accordance with this operations plan. Late last week, Corp Fin posted this announcement that includes 22 FAQs to inform us that its activities would be extremely limited during a shutdown, just like during other shutdowns (the guidance is similar to the guidance provided during those other shutdowns).
Under FAQ #15, the Staff wouldn’t be able to declare registration statements effective. The first group of the FAQs is about working to get your deals done before a shutdown occurs – if you’re doing a deal, you should read those ahead of the next possible shutdown.
- The SEC won’t be conducting any of its normal rulemaking activities if there is a shutdown (although the SEC’s website would still accept comment letters on proposals; but I’m not sure if they would be posted until the shutdown was over). So we wonder if this means the SEC will hustle to adopt climate rules before a possible shutdown in mid-November.
- The California legislature has adopted two wide-ranging climate disclosure bills that would require extensive disclosure from larger public – and private – companies. Roughly 10,000 companies are expected to be impacted. California Governor Newsom is expected to sign the bills after some technical changes – but the bills become law on October 14th if Newsom doesn’t sign them by then. Scope 3 emissions disclosure would be elicited. Litigation is likely to ensue challenging the laws.
And SEC Chair Gensler testified in Congress that these California laws could impact the cost-benefit analysis of the SEC’s upcoming climate disclosure rule because they are more expansive than what the SEC is likely to adopt.
- Corp Fin issued 9 new Regulation S-K CDIs and updated one existing CDI to provide guidance regarding the pay versus performance disclosure requirements.
- The SEC proposed changes to Form ID and Regulation S-T in an effort called “Edgar Next” to make Edgar more reliable. The proposed amendments would require individual log-ins for each person making filings, and require companies to confirm users that are authorized to file on their behalf.
- Check out this interview by Allison Handy with Highspot General Counsel Matt Boisen on the sidelines of the ABA Spring Meeting earlier this year for a wide-ranging discussion, including the growing use of generative AI and legal tech, collaborating with outside counsel on strategic matters, and managing a demanding legal department.