- Posts by F. Mark ReuterPartner
Mark Reuter advocates for business clients in transactions, proceedings and conflicts regulated by federal and state securities laws and stock exchange rules. A partner in the firm’s Business Representation & Transactions ...
On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item 402(w)(2) of Regulation S-K. The new guidance provides public companies with more clarity regarding the disclosures associated with the recovery of erroneously awarded incentive-based compensation.
On March 31, 2025, members of the U.S. House of Representatives Committee on Financial Services sent a letter to Mark Uyeda, Acting Chairman of the U.S. Securities and Exchange Commission. Seeking to “undo the damage from former Chairman Gary Gensler’s tenure,” the letter requests that the SEC withdraw fourteen final and proposed rules, including both the SEC’s Pay Versus Performance rules (adopted August 2022) and rules related to Cybersecurity Risk Management, Strategy, Governance and Incident Disclosure (adopted July 2023). The SEC may withdraw adopted rules pursuant to the Administrative Procedure Act, which generally involves a public notice and comment period. It will be interesting to see the response of incoming SEC Chairman Paul Atkins. Stay tuned.
As we embark on the new year, it is time to consider what is next for the SEC—specifically, EDGAR Next. In September 2024, the Securities and Exchange Commission adopted amendments to Regulation S-T aimed at modernizing the agency’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. The new system—aptly named EDGAR Next—will feature improved access procedures and enhanced security measures, including two-factor authentication.
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s board diversity rules, which were designed to increase representation of women and minorities on corporate boards. Since 2023, the rules have required Nasdaq-listed companies to have at least one woman, minority, or LGBTQ+ member on their boards and to report director diversity information each year.
On October 22, 2024, the Securities and Exchange Commission charged four companies with making materially misleading disclosures about their cybersecurity risks. Each of the companies—Unisys Corp., Avaya Holdings Corp., Check Point Software Technologies Ltd., and Mimecast Limited—agreed to pay hefty monetary penalties to settle the SEC’s charges.
The fines follow a lengthy investigation by the SEC into public companies affected by the 2020 SolarWinds breach, one of the most widespread cyberattacks to date. The attack, largely believed to have been carried out by ...
The SEC released a statement from Division of Corporation Finance Director Erik Gerding on June 24, 2024 reflecting Gerding’s opening remarks and the matters discussed on a panel addressing the Division's Disclosure Review Program during the April 2024 SEC Speaks Conference in Washington, DC. The statement provides a comprehensive overview of recent developments in the Division and observations gleaned from the review of filings.
On April 5, 2024, a jury in Federal Court in California found that the SEC established that Defendant Matthew Panuwat was liable under a civil misappropriation theory of insider trading violations of Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5. Panuwat formerly worked at a biopharmaceutical firm, Medivation, and bought call options in the biopharmaceutical firm Incyte minutes after learning that Medivation was to be acquired at a significant premium. When the Medivation transaction was announced, Incyte’s stock price increased and Panuwat sold his Incyte investment at a significant profit.
The U.S. Securities and Exchange Commission announced on April 4, 2024 that it is voluntarily delaying the
implementation of its climate disclosure regulations while it fights an Eighth Circuit Court challenge seeking
to vacate the rules.
On March 15, 2024, the U.S. Court of Appeals for the Fifth Circuit issued a stay of the Securities and Exchange Commission’s new climate-disclosure rules, which were adopted March 6.
Topics/Tags
Select- SEC
- Securities Law
- Clawback Rules
- Corporate Transparency Act
- Cybersecurity and Privacy Law
- Securities Regulation
- Nasdaq
- Corporate Law
- IRS
- Coronavirus
- Cybersecurity Regulation
- EDGAR
- EDGAR Next
- Tax Planning
- SEC Enforcement
- Taxation
- Dodd-Frank
- Mergers & Acquisitions
- Paycheck Protection Program
- JOBS Act
- Corporate Tax
- Corporate Governance
- FAST Act
- Economic Sanctions
- Ohio LLC Act
- Consumer Protection Act
- Proxy Access Rules
- Securities Litigation
- Crowdfunding
- Conflict Minerals
- Cryptocurrency
- Hedging
- Real Estate Law
- Emerging Growth Companies
- Investors
- Pay Ratio Disclosure
- Whistleblower
- Private Offerings
- Intellectual Property
- Technology
- Opportunity Zone
- LIBOR
- Executive Compensation
- Health Care Act
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- Wall Street Reform
- IPO
- Registration Statement
- Annual Reports
- Ohio Foreclosure Reform
- Director Compensation
- Family-Controlled Entities
- Gift and Estate Transfers
- Board of Directors
- Director Independence
- Cyber Insurance
- Data Breach
- Lenders
- Receivership Statute
- Regulation A
- Regulation D
- Total Shareholder Return
- Compensation Committee Certification
- Government Shutdown
- CDEs
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- New Markets Tax Credit
- NMTC
- NMTC Financing
- Regulation Fair Disclosure
- Social Media
- Marketing
- Benefits
- Healthcare Reform
- Litigation
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- Checking the Box(es): SEC Issues New Guidance Clarifying Clawback Expectations
- Pay vs. Performance and Cybersecurity Disclosure Rules: Will the SEC Retract Rulemaking?
- Corporate Transparency Act Update: FinCEN Eliminates Reporting Obligations for U.S. Companies and U.S. Persons
- Corporate Transparency Act Update: FinCEN Will Not Enforce the CTA Until Interim Rule is Effective
- Corporate Transparency Act Update: Injunction Lifted - Corporate Transparency Act Back in Effect
- Corporate Transparency Act Update: FinCEN Says Reporting Obligations Remain On Hold
- Next Up in 2025: EDGAR Next
- Corporate Transparency Act Update: Supreme Court Stays Nationwide Injunction – CTA Reporting Obligations Back in Effect
- Corporate Transparency Act Updates: Fifth Circuit Vacates the Stay and Preliminary Injunction Reinstated
- Corporate Transparency Act Reporting Deadline Back in Effect; FinCEN Grants Deadline Extension