As our clients are preparing their Form 10-Qs and quarterly earnings updates, a curious thing has arisen this time around. We’re getting more questions than usual about whether – and how – to update risk factors from the last Form 10-K in the upcoming 10-Q. Nearly all companies went through this drill in 2020 to
The NYSE Changes Its Related Party Transaction Rule (Again)
A few months ago, I blogged about four things to do now that the NYSE has changed its related party transaction rule. I had mentioned that parts of the rule change were a sleeper – including the fact that the NYSE’s rule change defined “related party transaction” the same way as the SEC’s Reg S-K
Should In-House Lawyers Keep Track of SEC Comment Letter Trends?
In a word, probably not. Okay, that’s two words. I find that some in-house lawyers will look at the SEC Staff comment letters sent to their peer companies to get an inkling of what the Staff might ask their company about their 10-Ks and 10-Qs.
But otherwise, keeping track of comment letter trends is something
The SEC Brings Another Cyber Breach Disclosure Case! 5 Things to Consider
For years, we’ve heard that the SEC’s Enforcement Division has been policing cybersecurity breach disclosures and related disclosure controls. The SEC has conducted a number of SEC investigations over that time, but very few of those have seen the light of day. We recently blogged a few times about one of those, the SEC’s Solar
The Enjoyable Transition to Deliberate & Intentional Business Travel
I never thought I’d miss business travel. Not taking a business trip for over a year has been as big of a change to my routine as working from home. With clients all over the country, plus law firm leadership responsibilities, I used to travel a lot, and probably flew somewhere almost once a week.
The Art of Responding to Corp Fin Comments: What Not to Do
It’s important to know what to do when dealing with SEC Staff comments on your filings. But it’s just as important to know what not to do! Here are some pro tips to consider:
- Don’t Rush the Process – The comment letter will typically state that you have you 10 business days to respond to
The Art of Responding to Corp Fin Comments: What to Do
Following up on my recent blog about the basics of the Corp Fin comment process, you should know that effectively responding to SEC comments is part art and part science. It takes a bit of both to be sure that you fully and accurately respond, which should definitely help you in your efforts to preempt
The SEC’s SolarWinds Enforcement FAQs
Earlier this week, we blogged about the SEC’s SolarWinds enforcement inquiries. This morning, the SEC issued guidance in the form of 19 FAQs for responding to the voluntary request for information relating to a SolarWinds inquiry.
For most companies, the important points are:
- The SEC identified the specific compromised versions of the software: Version 2020.2
The SEC’s SolarWinds Enforcement Sweep: What You Need to Do Now
In the past week, you may have received a request for information from the SEC’s Enforcement Division relating to the compromise of software made by SolarWinds Corp. Widely publicized in December 2020, hackers exploited a vulnerability in the software to gain access to the operating systems of several companies. The SEC Staff is now seeking
The NYSE Changes Its Related Party Transaction Rule: 4 Things to Do Now
This one may be a “sleeper” rule change for you. I didn’t pay much attention to it initially as it was adopted along with the relaxed requirements for shareholder approval of related-party equity issuances – but some companies may need to make changes to their audit committee charters and/or related party transaction policies.
A few