Last week, the DOJ unsealed an indictment against the CEO of a publicly traded healthcare company (the Executive) relating to charges of an insider trading scheme.

When a new insider is required to make Section 16 filings, that insider will need to obtain Edgar codes to allow for electronic filing with the SEC. Typically, the corporate secretary (and/or paralegal if a company has one) will assist the insider with this process, which involves initially filing a Form ID application.

Here's an excerpt from this "White Collar Briefly" blog about this recent speech

Following up on my long-running series of e-signature blogs, for some reason, this topic always fascinates me: "How do companies – in practice – retain all those signatures for SEC filings?

Last October, the SEC adopted final rules directing the NYSE and Nasdaq to adopt listing standards requiring companies to have clawback policies that provide for the recovery, in the event of a required accounting restatement, of certain incentive-based compensation received by current or former executive officers based on erroneously reported financial information.

In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice. This particular batch of thoughts is about disclosure controls, particularly in the context of the climate and cybersecurity disclosure rules that could be coming soon from the SEC:

With the April 13th deadline for mandatory Edgar filing for all Form 144s looming just ahead, the SEC amended Regulation S-T last week to expand the daily window for filing Forms 144 so that the "end of the day" deadline will be 10:00 p.m.

During our recent webcast - "Proxy Season Roundtable: What You Need to Know Now" - Proxy Analytics' Steve Pantina talked about SEC's updated rules regarding Form N-PX changes and some of the practical implications they may have (see

A few days ago, the SEC adopted new rules related to the settlement of securities transactions. Specifically, the new rules call for a shorter T+1 settlement cycle. The rules become effective 60 days following publication in the Federal Register and the compliance date is May 28, 2024.

With the SEC's final cybersecurity and climate disclosure rules just around the bend, and with increased scrutiny of disclosure already required under current rules, it's fair to ask yourself whether it's time to reevaluate your disclosure controls and procedures (DCPs).

Delaware courts have been leaders in articulating the oversight duties of corporate directors, most famously in In re Caremark International Inc. Derivative Litigation, 698 A. 2d 959 (Del. Ch. 1996). The court, in Caremark, held that directors breach their duty of oversight when they do either or both of the following:

On Friday, Corp Fin issued 15 new CDIs for its new pay vs. performance rules. Here they are — we have taken the liberty of grouping them loosely by type of CDI so that you may more easily peruse them (with a group of the miscellaneous and technical ones grouped together at the end):

Here's the video archive for the webcast from last week — "Rule 10b5-1 Plans & Insider Trading Policies – Top Issues to Tackle

With the SEC's final climate disclosure rules just around the bend, it's fair to be asking yourself whether it's perhaps time to reconsider the composition of your disclosure committee. Nearly all public committees have disclosure committees, even though the SEC doesn't require one — the SEC just recommends that they do.

As I recently blogged, there's been some confusion about what should be done — transitionally — about the Form 10-K cover page and the checkboxes that result from the SEC's recent clawbacks rulemaking.