Companies conducting internal investigations must make certain disclosures to auditors, however there are certain pitfalls relating to information that is privileged, attorney work product, confidential, and possibly useful to existing or potential litigants against...
Since 2017, Item 402 of Regulation S-K has required reporting companies to disclose certain information about employee compensation, CEO compensation, and the ratio between them in filings such as proxy statements, annual reports on Form 10-K, and registration...
Public companies engaging in business acquisition and disposition transactions have significant disclosure obligations under Regulation S-X. Amendments to these rules since 2020 have made considerable changes to what information is reported and how it is presented...
U.S. federal tariff policies can create significant risks for public companies, such as restricting access to markets, creating barriers to working with suppliers, increasing the cost of operations, impeding the transfer of information and technology, and others...
On October 10, 2023, the spirits of the SEC spookily sent forth alarming amendments and ghastly guidance that, among other things, shortened deadlines for Exchange Act Sections 13(d) and 13(g) reporting and clarified when a group is formed for reporting purposes...
To conduct U.S. offerings, foreign private issuers use special forms that are generally equivalent to the forms domestic companies use, but with some differences. Use this comparison chart to understand the purpose, use requirements, incorporation by reference...
Foreign companies seeking to access U.S. capital markets can do so if they comply with special requirements for registration, offerings, and reporting, along with, in some cases, other country-specific rules. Go through this resource kit for links to practice notes...
Extended government shutdowns can cause regulatory delays that hold up approvals, decisions, guidance, rulemakings, and other functions necessary to a company’s business. Use this template to draft risk factors warning investors of the potential for regulatory...
Domestic public companies use Form 10-Q to report their financial statements and other updates for each of the first three quarters of the fiscal year. Use this form check checklist to go requirement-by-requirement when putting together a client’s next quarterly...
Changes in the board or in management (such as a departing director or the appointment of a new CEO), or changes in their compensatory arrangements, trigger a Form 8-K filing under Item 5.02. Refer to this checklist for a full list of reportable events, disclosure...
As technology-assisted document review becomes more accessible, it’s important to identify both what electronically stored information (ESI) your client has and what you’re looking for from an opponent. Enter our resident expert Jim Wagstaffe to share...
Domestic reporting companies must disclose certain material events on Form 8-K promptly (almost always within four business days of when they occur). Refer to this chart to see what is reportable for each 8-K item, common reportable events, filing deadlines, and...
The SEC proposed new rules on July 26, 2023, relating to possible conflicts of interest arising out of the use by broker-dealers and investment advisers of predictive data analytics and similar technologies, including AI. Read this article for a look at the proposed...
Some public companies will approach specific institutional investors, confidentially, to market their post-IPO offerings prior to making any public announcement. Read this market trends practice note for a look at applicable rules, the marketing process, deal structure...
The growing impact of climate change upon the businesses and finances of public companies is increasing the need for public companies to specifically address climate change in their periodic disclosures and offering documents. Read this practice note for a look...