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Julia Lapitskaya

Julia Lapitskaya

Partner, New York

[email protected]

+1 212.351.2354

Julia Lapitskaya is a partner in the New York office of Gibson Dunn. She is a member of the firm’s Securities Regulation and Corporate Governance Practice Group and co-chair of the ESG: Risk, Litigation and Reporting Practice Group. Julia’s practice focuses on SEC, NYSE/Nasdaq and Securities Exchange Act of 1934 compliance, securities and corporate governance disclosure issues, board and committee matters, corporate governance best practices, state corporate laws, the Dodd-Frank Act of 2010, SEC regulations, investor engagement and shareholder activism matters, proxy and annual meeting matters, sustainability and corporate responsibility matters, and executive compensation disclosure issues, including as part of initial public offerings and spin-off transactions.

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Things To Do This Week: Validate EDGAR Codes

March 19, 2025 | Posted by Michael A. Titera; Mellissa Campbell Duru; Julia Lapitskaya; Ronald O. Mueller; Lori Zyskowski Topic(s): Capital Markets; Corporate Governance; Disclosure; Securities Regulation

Those lucky individuals who are responsible for EDGAR codes (for companies and Section 16 filers) are strongly encouraged to confirm this week that those EDGAR codes, specifically the CCCs (CIK Confirmation Codes) and Passphrases, are both (1) valid AND (2) current. EDGAR codes are valid if they are correct and are current if they have been established or reset since September 2019. Valid and current CCCs and Passphrases will be required to enroll in EDGAR Next via the EDGAR Next dashboard, and after Friday, March 21, the process for obtaining valid and current codes will be more tedious.

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Updated Summary of Director Education Opportunities Now Available

October 17, 2024 | Posted by Hillary H. Holmes; Julia Lapitskaya; Lori Zyskowski; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance; ESG; IPOs; Securities Regulation; Shareholder Proposals

Gibson Dunn’s summary of director education opportunities has been updated as of October 2024. A copy is available at this link. Boards of Directors of public and private companies find this a useful resource as they look for high quality education opportunities.

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Early Insights from the Insider Trading Policies Filed by S&P 500 Companies under the SEC’s New Exhibit Requirement

September 9, 2024 | Posted by Aaron K. Briggs; Thomas J. Kim; Brian J. Lane; Julia Lapitskaya; James J. Moloney; Ronald O. Mueller; Michael A. Titera; Lori Zyskowski Topic(s): Audit Committee; Capital Markets; Corporate Governance; Disclosure; Securities Regulation

​​I.  Introduction

For fiscal years beginning on or after April 1, 2023, domestic public companies are required to disclose whether they have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of their securities by their directors, officers and employees, or the companies themselves, and if so to file those policies and procedures as an exhibit to their annual reports on Form 10-K.[1] While calendar year companies must comply with these requirements in their Form 10-K for, or proxy statement following, the fiscal year ending December 31, 2024, 49 S&P 500 companies had addressed these requirements in filings as of June 30, 2024.[2]   

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Updated Summary of Director Education Opportunities Now Available

June 20, 2024 | Posted by Hillary H. Holmes; Julia Lapitskaya; Lori Zyskowski; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance; ESG; IPOs; Securities Regulation; Shareholder Proposals

Gibson Dunn’s summary of director education opportunities has been updated as of June 2024. A copy is available at this link. Boards of Directors of public and private companies find this a useful resource as they look for high quality education opportunities. 

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SEC Division of Corporation Finance Director Erik Gerding Offers Guidance on Form 8-K Disclosure of Cybersecurity Incidents

May 22, 2024 | Posted by Ronald O. Mueller; Thomas J. Kim; Lori Zyskowski; Julia Lapitskaya; James J. Moloney; Elizabeth A. Ising; Brian J. Lane Topic(s): Corporate Governance; Securities Regulation

​As detailed in our client alert, the SEC adopted cybersecurity disclosure rules on July 26, 2023 that require disclosure of material cybersecurity incidents under new Item 1.05 of Form 8-K. If a company determines that a cybersecurity incident is material, it is required to disclose the incident within four (4) business days of such determination. In addition, such determination is required to be made “without unreasonable delay after discovery of the incident.”

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Division of Corporation Finance Offers New Guidance on Application of the SEC’s Universal Proxy Rules Ahead of the 2024 Proxy Season

November 22, 2023 | Posted by James J. Moloney; Ronald O. Mueller; Michael A. Titera; Julia Lapitskaya Topic(s): Corporate Governance; Proxy Access; Proxy Statements and Annual Meetings; Securities Regulation; Shareholder Proposals

As discussed in our previous client alert, the universal proxy rules that went effective on August 31, 2022 require proxy cards distributed by both public companies and nominating shareholders in contested director elections to include both sides’ director nominees, such that shareholders casting their vote can “mix-and-match" nominees from each of the company’s and the dissident’s slate of director nominees.

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Another Batch of SEC Staff Guidance on Rule 10b5-1 Amendments

August 29, 2023 | Posted by Michael A. Titera; Thomas J. Kim; Julia Lapitskaya; Lori Zyskowski; Ronald O. Mueller Topic(s): Disclosure; Executive Compensation; Securities Regulation

​On August 25, 2023, the staff of the Division of Corporation Finance (the “Staff") of the Securities and Exchange Commission (the “SEC") issued five new Compliance and Disclosure Interpretations (“C&DIs") regarding the SEC’s recent Exchange Act Rule 10b5-1 amendments. The new C&DIs address how to calculate the required cooling-off period; how 401(k) plans interact with the Rule 10b5-1 affirmative defense in certain circumstances; when the Rule 10b5-1 check box on Form 4 applies; and when disclosure of plan adoption and termination is required.

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Summary of Public Company Cybersecurity Disclosure Rules

July 29, 2023 | Posted by Ronald O. Mueller; Elizabeth A. Ising; Julia Lapitskaya; Lori Zyskowski Topic(s): Audit Committee; Corporate Governance; Disclosure; Securities Regulation

On July 26, 2023, the Securities and Exchange Commission (“SEC” or “Commission”), in a 3-to-2 vote, adopted a final rule requiring the disclosure of material cybersecurity incidents and cybersecurity risk management, strategy, and governance by public companies, including foreign private issuers. A two-page summary of the final rule is attached for your reference. 

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Form 10-Q Updates and Reminders

July 17, 2023 | Posted by Michael A. Titera; Ronald O. Mueller; Thomas J. Kim; Lori Zyskowski; Elizabeth A. Ising; James J. Moloney; Julia Lapitskaya; Aaron K. Briggs Topic(s): Corporate Governance; Disclosure; Securities Regulation

As many companies prepare their quarterly reports on Form 10-Q for the quarter ended June 30, 2023, we offer the following observations and reminders regarding new disclosure requirements taking effect for this reporting period, as well as risk factor considerations that may be relevant to upcoming Form 10-Q reporting.  For convenience, this publication also includes a summary of certain upcoming compliance dates for public companies.

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SEC Proposes Rules on Cybersecurity Disclosure

March 11, 2022 | Posted by Lori Zyskowski; Thomas J. Kim; Julia Lapitskaya Topic(s): Corporate Governance; Disclosure; Securities Regulation

On March 9, 2022, the Securities and Exchange Commission (“SEC” or “Commission”) held a virtual open meeting where it considered a rule proposal for new cybersecurity disclosure requirements for public companies, primarily consisting of: (i) current reporting of material cybersecurity incidents and (ii) periodic reporting of material updates to cybersecurity incidents, the company’s cybersecurity risk management, strategy, and governance practices, and the board of directors’ cybersecurity expertise, if any.

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SEC Proposes Rule to Amend Beneficial Ownership Reporting

February 22, 2022 | Posted by Julia Lapitskaya; James J. Moloney; Andrew L. Fabens Topic(s): Corporate Governance; M&A; Securities Regulation

On February 10, 2022, the Securities and Exchange Commission (the “Commission”) announced a proposed rule to modernize the rules governing beneficial ownership reporting

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