In June 2025, Terren Scott Peizer, the former chief executive officer, executive chairman and chairman of the board of directors of Ontrak, Inc. (Ontrak), was sentenced to 42 months imprisonment, ordered to pay a $5.25 million fine, and required to
Securities Law Exchange
The Securities Law Exchange blog, published by Bass, Berry & Sims PLC, offers commentary and practical insights on updates from the U.S. Securities and Exchange Commission (SEC) relevant to publicly traded companies. It covers topics such as SEC regulatory changes, compliance requirements, insider trading rules including Rule 10b5-1 plans, climate-related financial disclosure obligations, stock exchange listing considerations, and confidential registration statement review processes. The blog addresses legal developments affecting securities offerings, corporate governance, and disclosure obligations, providing guidance on navigating complex securities laws and regulatory enforcement trends.
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SEC Withdraws Defense of Climate Disclosure Rules
As a follow-up to our blog post in February about the Securities and Exchange Commission’s (SEC) pause in defending its Climate Disclosure Rules, on March 27, the SEC notified the U.S. Court of Appeals for the Eighth Circuit that it…
SEC Expands Accommodations for its Confidential Registration Statement Review Process, Increasing Flexibility for Issuers
On March 3, the United States Securities and Exchange Commission (SEC) issued guidance expanding its policies related to its confidential Draft Registration Statement (DRS) review process to all registration statements made under the Securities Act of 1933, as amended (Securities…
Best Practices for AI Disclosures in SEC Filings: Ensuring Transparency and Consistency
By Kevin Douglas & Justin Hay
The rapid evolution of artificial intelligence (AI) is prompting an increase in AI-related disclosures in public companies’ SEC filings, a trend that is expected to continue.…
No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L
On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates earlier guidance on the…
SEC Pauses Defense of Climate Disclosure Rules
On February 11, Securities and Exchange Commission (SEC) Acting Chairman Mark Uyeda asked the Eighth Circuit not to schedule oral arguments for the SEC’s climate disclosure rules, which were adopted in March 2024, and soon voluntarily stayed…
Fifth Circuit Vacates Nasdaq Board Diversity Rules
On December 11, the Court of Appeals for the Fifth Circuit vacated Nasdaq Listing Rule 5605(f) and Nasdaq Listing Rule 5606(a) (together with Nasdaq Listing Rule IM-5900-9, the Board Diversity Rules) by a 9-8 vote. In Alliance for Fair Board…
How to Tackle Greenwashing Claims
I authored an article for Bloomberg Law discussing steps companies can take to protect themselves in the shifting and complex landscape of environmental, social, and governance (ESG) transparency.
To reduce the risk of greenwashing claims, I recommend that companies have…
PCAOB Delays NOCLAR Rulemaking to 2025 Amid Controversy and Election-Year Dynamics
The Public Company Accounting Oversight Board (PCAOB) delayed the adoption of a final rule with respect to its June 2023 proposal (Proposal) to increase auditors’ responsibility to evaluate and disclose a public company’s noncompliance with laws and regulations (NOCLAR). While…