As discussed in our previous client alert, on December 18, 2023, new rules went into effect requiring companies to report material cybersecurity incidents on Form 8-K within four business days of the company’s determination that the cybersecurity incident is material. In the last several weeks the staff of the Division of Corporation Finance (the “Staff") of the Securities and Exchange Commission (the “SEC") has provided guidance regarding incident reporting in the form of a May 21 statement and a June 20 announcement from the Division of Corporation Finance Director Erik Gerding and, most recently, more formal Compliance and Disclosure Interpretations (“C&DIs") on June 24.
Topic: Corporate Governance
Updated Summary of Director Education Opportunities Now Available
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.
Reminder to 13G Filers on Upcoming Phase-In of SEC Amendments to Beneficial Ownership Filing Deadlines
As previously noted in our client alert, certain of the SEC amendments to beneficial ownership reporting rules adopted in October 2023 will go into effect on September 30, 2024. As a quick reminder, for Passive Investors (i.e., those reporting on Schedule 13G pursuant to Rule 13d-1(c) who beneficially own less than 20%) and Qualified Institutional Investors (“QIIs")
Eighth Circuit Establishes Briefing Schedule for SEC Climate Disclosure Rules Litigation
On May 20, 2024, the U.S. Court of Appeals for the Eighth Circuit issued an order establishing the briefing schedule for the consolidated litigation challenging the Securities and Exchange Commission’s (“SEC") final climate disclosure rules.
SEC Division of Corporation Finance Director Erik Gerding Offers Guidance on Form 8-K Disclosure of Cybersecurity Incidents
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.”
Reminder For Resource Extraction Issuers: Form SD Due September 2024
As previously reported on our Securities Regulation and Corporate Governance Monitor on December 16, 2020 (available here), the Securities and Exchange Commission (the “SEC") adopted the final rule (available here) requiring additional disclosures by public companies that engage in the commercial development of oil, natural gas or minerals. Under the final rule, domestic or foreign “resource extraction issuers" are required to annually disclose information about certain payments made to foreign governments or the U.S. federal government on Form SD.
Updated Summary of Director Education Opportunities Available
Gibson Dunn’s summary of director education opportunities has been updated as of April 2024. A copy is available at this link.
Boards of Directors of public and pre-IPO companies find this a useful resource as they look for high quality education opportunities.
Fifth Circuit Stay of the SEC’s Climate Disclosure Rule Dissolved
On March 21, 2024, the Judicial Panel on Multidistrict Litigation randomly selected the U.S. Court of Appeals for the Eighth Circuit to hear all cases challenging the Securities and Exchange Commission’s final climate disclosure rule. Within the first ten days after the rule’s issuance, nine petitions were filed, in six different circuits, challenging the rule.
Summary of Director Education Opportunities – Updated
Gibson Dunn’s summary of director education opportunities has been updated as of January 2024. A copy is available at this link - Board-Education-Opportunities-January-2024.pdf
Division of Corporation Finance Offers New Guidance on Application of the SEC’s Universal Proxy Rules Ahead of the 2024 Proxy Season
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.