On December 3, 2024, the US District Court for the Eastern District of Texas entered a preliminary injunction suspending enforcement of the Corporate Transparency Act (CTA) and its implementing regulations nationwide, concluding that the CTA is likely unconstitutional as it is outside Congress’s power. Although not the first court to reach such a conclusion, the
SEC’s EDGAR: The Next Chapter
On September 27, 2024, the Securities and Exchange Commission (“SEC”) adopted final amendments to Rules 10 and 11 of Regulation S-T (17 CFR 232.10 and 232.11) and Form ID to improve access to, and management of, accounts on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Known as “EDGAR Next,” these enhancements are designed
Tailor-Made: Updates on the SEC’s Review of Cybersecurity Disclosure
At Northwestern Law’s 44th Annual Ray Garrett Jr. Corporate & Securities Law Institute, Erik Gerding, Director of the SEC’s Division of Corporation Finance, discussed the Securities and Exchange Commission’s final rules relating to cybersecurity risk management, strategy, governance, and incident disclosure (the “Final Rules”). The Final Rules require public companies to timely report material cybersecurity
Final FTC Rule Enacts Fundamental Changes to HSR; Will Complicate Merger Filings
On October 10, 2024, the Federal Trade Commission (FTC) published its Final Rule enacting changes to the Hart-Scott-Rodino Act (HSR Act) premerger notification rules. The Final Rule will usher in the most significant changes to HSR reporting requirements in the program’s 45-year history.
The HSR Act requires parties to a merger or acquisition that meets
The Sounding Board: How In-House Counsel Prepares Directors for Board Meetings
How does in-house counsel help in preparing directors for board meetings? In our latest MB Sounding Board MicroTalk, Christine McDevitt, Director & Deputy General Counsel, SEC Reporting & Disclosure, at Ferguson and Julia Tallarico Spinelli, Former Assistant General Counsel, SEC Reporting & Disclosure, at Ferguson (and now current Senior Corporate Counsel at Diebold Nixdorf) discuss
US Regulators Propose Data Standards to Implement the Financial Data Transparency Act
Several federal financial regulators (the “Agencies”) have approved and published an interagency proposal to establish data standards that promote interoperability of financial regulatory data across these agencies (the “Proposal”). The Agencies issued the Proposal as required by the Financial Data Transparency Act of 2022 (FDTA) and have requested comment on their jointly established data standards.
The Fifth Circuit Invalidates the SEC’s Rescission of Notice-And-Awareness Provisions
The Latest in the Saga of the SEC’s Regulation of Proxy Advisory Firms
On June 26, 2024, the Fifth Circuit Court of Appeals vacated a significant part of a 2022 Securities and Exchange Commission (SEC) rulemaking, which itself was a reversal of the agency’s 2020 amendments to the rules relating to proxy voting advice produced
Human Capital, Diversity and Related Disclosure and Reporting Initiatives
Webinar | July 22, 2024
1:00 p.m. – 2:00 p.m. EDT
Register here.
Disclosures by public companies about their human capital management continue to be a focus of investors, regulators, and other stakeholders. In 2020, the SEC adopted a requirement for registrants to discuss their human capital resources to the extent material to an
Nasdaq Launches Annual Global Governance Pulse Survey
Nasdaq’s 2024 Governance Pulse Survey is now live. The Survey gathers insights from board members, CEOs, general counsel, corporate secretaries, and other key leaders on governance practices and board priorities. The data and findings will be published in Nasdaq’s Global Governance Pulse Report this fall and featured and discussed at Nasdaq’s Global Governance Pulse Forum
SEC Cybersecurity Disclosure Requirements & Best Practices
Webinar | June 27, 2024
1:00 – 2:00 pm ET
Register here.
The SEC adopted amendments aimed at enhancing and standardizing disclosures related to cybersecurity risks and incidents. But how is this impacting SEC registrants and how are they addressing cyber incidents within the new framework?
Join us for an overview and discussion on