The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases. The case is important for issuers and shareholders alike for several reasons:
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SEC Voluntarily Pauses Implementation of Climate Disclosure Rules Amid Legal Challenges
Today, the Securities Exchange Commission (SEC) voluntarily stayed its recently issued Climate Disclosure Rules.
Update on SEC Climate Change Rules
In a never ending saga to the climate disclosure rules, on March 15, the Fifth Circuit temporarily stayed the recently adopted climate change disclosure rules.
The SEC Finally Adopts Climate Change Disclosure Rules: Making Sense of 800+ Pages
After almost two years following its proposed rules, on March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules to require public companies to disclose certain climate-related information in registration statements and annual reports.
SEC Settlement with Audit Firm Serves as Reminder of Important Independence Rules
On February 29, the Securities and Exchange Commission (the SEC) announced that it settled an administrative proceeding against Lordstown Motors Corps’ former auditor, Clark Schaefer Hackett and Co. (CSH)—the same day that the SEC also announced charges against Lordstown for
SEC Adopts Amendments to Modernize Beneficial Ownership Reporting
On October 18, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting to “require market participants to provide more timely information on their positions to meet the needs of investors in today’s financial
SEC Stays Repurchase Disclosure Rules and the Fifth Circuit Denies SEC’s Motion for Additional Time to Cure Rule Defects
On November 22, the Securities and Exchange Commission (SEC) stayed the recently enacted Share Repurchase Disclosure Modernization Rule (Repurchase Disclosure Rule) pursuant to section 705 of the Administrative Procedure Act and the U.S. Court of Appeals for the Firth Circuit’s
California GHG Emission Website Disclosure Legislation to Take Effect on January 1, 2024
Recently, the State of California enacted Assembly Bill 1305: the Voluntary Carbon Market Disclosures Act (AB 1305), which requires companies, under certain circumstances, to make website disclosures of certain information about their greenhouse gas (GHG) emissions and emissions-reduction programs.
Fifth Circuit Requires SEC to Revisit Share Repurchase Disclosure Rules
On October 31, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) issued an opinion finding that the U.S. Securities and Exchange Commission (SEC) violated the Administration Procedure Act when adopting recent amendments to its share repurchase rules
