By J. Marc Fosse and Ameera Salem
Seyfarth Synopsis: As reporting companies prepare their Pay Versus Performance (PVP) disclosures for their upcoming proxy statements, they should take into consideration the most recent guidance on the topic in Securities and Exchange Commission’s (SEC’s) Compliance & Disclosure Interpretations (CD&Is).
The PVP disclosure rules (Item 402(v) of SEC Regulation S-K) require public
Continue Reading Securities and Exchange Commission Pay Versus Performance Updates
By Ameena Y. Majid, Giovanna A. Ferrari, and Matthew Catalano
Seyfarth Synopsis: On March 6, 2024, the SEC announced its long-awaited adoption of final rules regarding climate-related disclosures by public companies and in public offerings (the “Climate Rules”).[1] The SEC dialed back the more prescriptive nature of the previously proposed climate rules (the “Proposed
Continue Reading Final SEC Climate Disclosure Rules Greeted with Mixed Emotions and Lawsuits: What Your Company Needs to Know
By Alex Meier
The Securities and Exchange Commission (“SEC”) levied an $18 million fine against J.P. Morgan Securities, LLC (“JPMS”) for allegedly including overbroad release provisions in settlement agreements. This marks the continuation of its recent activity to enforce SEC Rule 21F-17(a), a regulation that prohibits companies from taking any action to impede or discourage whistleblowers from reporting suspected securities
Continue Reading SEC Continues to Police Confidentiality Provisions for Theoretical Whistleblower Suppression
By Scott A. Carlson and Adam Isles
This blog post is co-authored by Seyfarth Shaw and The Chertoff Group and has been cross-posted with permission.
What Happened
On July 26, the U.S. Securities & Exchange Commission (SEC) adopted its Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure final rule on a 3-2 vote. The final rule is a modified version
Continue Reading SEC Publishes Public Company Cybersecurity Disclosure Final RuleBy Renée Appel, Rebecca Davis, Giovanna Ferrari, and Ameena Majid
Seyfarth Synopsis: Staying true to the SEC’s 360 degree approach for advancing the Biden Administration’s ESG agenda, on April 29, 2022, the Securities and Exchange Commission (“SEC”) sued a publicly traded Brazilian company.
The SEC filed a securities fraud lawsuit against Vale S.A. (“Vale”) for, among
Continue Reading Misleading Statements, Including ESG Pronouncements, Land One of the World’s Largest Iron Ore Producers in Hot Water with the SEC
By Randel K. Johnson, Michael T. Dunn, and Mark A. Katzoff
Seyfarth Synopsis: On August 23, the Securities and Exchange Commission (the “Commission”), in a release entitled “Modernization of Regulation S- K Items 101, 103, and 105”, proposed changes to Regulation S-K significantly revising disclosure requirements that registrants are required to follow, including those relating to “human
Continue Reading SEC Proposes New Human Capital Disclosure Requirements: A Reasonable Step or a Wolf in Sheep’s Clothing?
By Andrew S. Boutros, William L. Prickett, Christopher Robertson, and Craig B. Simonsen
Seyfarth Synopsis: What, if any, steps the government will take to appeal the Tenth Circuit’s Bandimer’s decision remains to be seen. The government may elect to petition the entire Tenth Circuit to hear the case en banc. Or the government might ask the
Continue Reading To Be or Not To Be: The SEC Administrative Courts — Are They Constitutional or Not
By Kevin A. Fritz and Kyla Miller
Seyfarth Synopsis: SEC announced they are proposing a new rule to elicit more information about the diversity of corporate board members, maintaining that the amount of minority directors at the largest public companies has “stagnated” at 15%.
The Securities and Exchange Commission (SEC), long known as “the disclosure agency” has a strong impact
Continue Reading SEC To Tighten Enforcement On Companies’ Accountability For The Glass Ceiling
By Kristina M. Launey with Christine Hendrickson
Seyfarth Synopsis. Responding to inquiries regarding your company’s stance on pay equity can be dicey. Having a strategy on how you address questions is important.
Every time a client asks “what do I say” in response to employee inquiries about what the client’s company is doing to ensure fair pay, Justin Bieber’s song
Continue Reading Pay Equity Communications (AKA: What do I say?)
By Ada W. Dolph, Adam R. Young, and Craig B. Simonsen
The Securities and Exchange Commission’s (SEC) Office of the Whistleblower (Office) recently released its 2015 Annual Report on the Dodd-Frank Whistleblower Program (Report) (November 16, 2015).
In Fiscal Year 2015 alone, the Commission paid more than $37 million to reward eight whistleblowers for their provision of original
Continue Reading SEC Whistleblower Report Shows Increase in “Tips”