Topic
Form 8-K
56 published works
Across The Board
House Bill Would Deliver Class-Level Transparency on Proxy Votes
Recently, Rep. Sean Casten (D-Ill.) introduced the Multi-Class Stock Company Voting Transparency Act, which directs the Securities and Exchange Commission (“SEC”) to improve the transparency of voting results at companies…
Cleary Securities, Disclosure, and Governance Watch
SEC Officer Definitions: A Quick Reference
By Synne D. Chapman, Adam Fleisher, Julia Petty, Shuangjun Wang, Saleh Ismail, Bobby Bee
Federal securities law does not use a single, uniform definition of “officer.” Instead, several overlapping definitions determine who qualifies as an officer for different regulatory purposes, each carrying its own…
The Data Advisor
“Shadow AI” Triggers First SEC Form 8-K for Unauthorized AI Use: What Financial Institutions and Public Companies Need to Know
Key Takeaways CB Financial Services, Inc. filed the first SEC Form 8-K under Item 1.05 triggered by an unauthorized use of an artificial intelligence (AI) tool, not an external cyberattack.…
Debevoise & Pimpton Data Blog
Cybersecurity Incident Disclosure: Form 8-K Tracker (Two-Year Update)
By Avi Gesser
Key Takeaways Two years after the May 21, 2024 statement by the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance clarifying the intended use of Item 1.05 of Form…
Free Writings + Perspectives
Cybersecurity-Focused Regulation S-K Joint Trades Comment Letter
By Hema Gharia
On April 10, 2026, five trade associations—the American Bankers Association, the Bank Policy Institute, SIFMA, the Independent Community Bankers of America, and the Institute of International Bankers—submitted a joint comment…
SEC Actions
The Impact of False Filings
The purpose of making filings with the Commission such as Form 8-K is to inform shareholders, the markets and investors about material transactions involving the filer. In contrast, when false…
Known Trends
Snapshot: The First Year of Cybersecurity Incident Filings on Form 8-K Since Adoption of New Rules
Background In July 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to report material cybersecurity incidents under new Item 1.05 of Form 8-K beginning on December…
Global Investigations & Compliance Review
Who Determines Materiality of Cybersecurity Incidents in Light of Recent SEC Rule Requiring Disclosure of Cybersecurity Incidents?
In December 2023, the U.S. Securities and Exchange Commission’s (“SEC”) new rule requiring disclosure of material cybersecurity incidents became effective. SPB previously analyzed how the new rule applies to incidents…
Public Chatter
Corp Fin Clarifies That Companies Can Share Cyber Incident Information With Third-Parties Beyond 8-K Disclosure
Following on the heels of his statement last month clarifying that companies should not file Form 8-K under Item 1.05 in connection with a cybersecurity incident that they have determined…
Securities Law Exchange
Just In! More Guidance on Material Cybersecurity Incidents (Item 1.05 of Form 8-K)
On June 24, the Securities and Exchange Commission (SEC) released five additional Compliance and Disclosure Interpretations for Item 1.05 of Form 8-K (Material Cybersecurity Incidents). These interpretations provide additional guidance…