SEC Commissioner Offers Guidance on Cybersecurity Issues

By: Mark Tarallo On June 10, 2014, Commissioner Luis A. Aguilar of the United States Securities and Exchange Commission spoke at the New York Stock Exchange as part of the “Cyber Risks and the Boardroom” Conference.  As Commissioner Aguilar noted, “[c]ybersecurity has become an important topic in both the private and public sectors, and for …

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Chair Mary Jo White Discusses SEC, FAF and FASB Shared Interests at Trustees Dinner

By: Mark Tarallo On May 20, 2014 U.S. Securities and Exchange Commission Chair Mary Jo White spoke at the Financial Accounting Foundation Trustees Dinner.  Given the audience, it is not surprising that her remarks focused on accounting issues at the SEC.  In her remarks, Chair White mentioned that the SEC is still considering the addition …

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SEC Continues to Adapt to Use of Social Media – Companies not Responsible for Re-Tweets

By: Daniele Ouellette Levy As we have discussed in prior posts, the U.S. Securities and Exchange Commission (SEC) has been considering how the use of the social media by public companies fits within the existing regulatory framework.  The SEC recently issued additional guidance regarding the use of social media by public companies.  In its guidance, …

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U.S. Court of Appeals Narrows Application of Conflict Minerals Rules

By: Mark Tarallo On April 14, 2014, the U.S. Court of Appeals for the D.C. Circuit struck down a portion of the “conflict minerals” rules promulgated by the Securities and Exchange Commission pursuant to the Dodd-Frank Act.  In National Association of Manufacturers v. Securities and Exchange Commission, the court concluded that the provision of the …

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Supreme Court Expands Pool of Claimants in Whistleblower Case

By: Joseph Marrow On March 4, 2014, the United States Supreme Court issued its decision in a much anticipated whistleblower retaliation case. In its decision, Lawson v. FMR, LLC, No. 12-3, the Supreme Court expanded the coverage of an anti-retaliation claim under Sarbanes-Oxley Act of 2002 (SOX) to an employee of a privately-held contractor (the …

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SEC’s No Action Letter Provides Relief to M&A Brokers

By: Joseph Marrow On January 31, 2014, the Securities and Exchange Commission (“SEC”) Division of Trading and Markets (the “Division”) issued a no action letter (the “No Action Letter”) providing relief to M&A Brokers (as defined below), in certain stated circumstances, engaged in the purchase or sale of privately-held companies from compliance with the registration …

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SEC Releases Study of Public Company Disclosure Requirements

By: Daniele Ouellette Levy The JOBS Act, which became law in April 2012, requires the SEC to conduct a review of the disclosure requirements in Reg. S-K in order to identify how the rules could be updated to modernize and simplify the registration process for emerging growth companies and reduce related costs. Reg. S-K is …

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Transitioning to the 2013 COSO Framework

By: Hillary Peterson In May 2013, the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) published an update to it’s Internal Controls – Integrated Framework, originally published in 1992. The 1992 framework has been adopted by the majority of publicly-traded companies in the United States as a way to design, implement and assess the …

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The “Secret” IPO: Confidential filings under the JOBS Act

By: Hillary Peterson On September 12, 2013 Twitter announced (appropriately, in a tweet) that it had “confidentially” submitted an S-1 to the Securities and Exchange Commission (the “SEC”) in connection with a planned Initial Public Offering (“IPO”). In the immediate aftermath of the announcement, there was significant confusion as to what a confidential filing meant …

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Supreme Court Review of Whistleblower Case

By: Joseph Marrow Recently, the United States Supreme Court heard oral argument in a whistleblower retaliation case. In Lawson v. FMR, LLC, the Supreme Court is faced with the question whether to expand the coverage of an anti-retaliation claim under Sarbanes-Oxley to an employee of a privately-held contractor (which provides investment management services to Fidelity …

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