On Tuesday, Mark Uyeda, Acting Chairman of the Securities and Exchange Commission (the “SEC”), issued a statement signaling potential updates to the SEC’s position in the ongoing legal challenges to its climate disclosure rule. As previously reported, the SEC stayed its climate disclosure rule last year pending the outcome of the related consolidated litigation before the Eighth Circuit Court of Appeals.
Securities Regulation
SEC Lawsuit Against Elon Musk: Late is Late . . . Whether You Report on Schedule 13G or 13D
In an interesting development in the week leading up to the 2025 inauguration of President Donald Trump, the U.S. Securities and Exchange Commission (“SEC”) announced a legal action against Elon Musk. In its complaint filed with the U.S. District Court for the District of Columbia (the “Court”) on January 14, 2025 (the “Complaint”), the SEC alleges Musk failed to timely file a Schedule 13D after acquiring over five percent of the outstanding shares of common stock (the “Shares”) of Twitter, Inc. (the “Company” or “Twitter”). The late filing resulted in a violation of Section 13(d)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 13d-1(a) thereunder, both of which impose strict liability for such reporting failures. The SEC is seeking permanent injunctive relief, disgorgement of any ill-gotten gains, prejudgment interest, and civil penalties.
Updated Summary of Director Education Opportunities Now Available
Gibson Dunn’s summary of director education opportunities has been updated as of January 2025. 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.
Updated Summary of Director Education Opportunities Now Available
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.
Latest SEC Enforcement Sweep Picks Up 34 Reporting Persons for Numerous Late and Missing 13F and 13H Filings
The Securities and Exchange Commission (“SEC") announced charges against 34 reporting persons for late and missing filings on Form 13F and Form 13H earlier this month. The entities and individuals charged agreed to settlements with the SEC requiring payments of $7.2 million in penalties.
Early Insights from the Insider Trading Policies Filed by S&P 500 Companies under the SEC’s New Exhibit Requirement
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]
Important Reminder to 13F Filers – New Vote Reporting Disclosures Required on Form N-PX (due August 31, 2024)
As a quick reminder, all institutional investment managers filing 13F reports under the Exchange Act (“13F Filers") are subject to a new requirement this year to file a Form N-PX by August 31, 2024. Form N-PX includes disclosures regarding certain executive compensation-related proposals described below.
Preparing for CDP’s New Sustainability Reporting Platform
Earlier this month, CDP (formerly known as the Carbon Disclosure Project) announced the launch of a new environmental disclosure platform. CDP is a non-profit that scores and assesses participating companies and cities, states, and regions on climate, deforestation, and water security topics. According to CDP, over 23,000 companies (representing two-thirds of global market capitalization) disclosed through CDP in 2023.
Division of Corporation Finance Issues Interpretive Guidance on the SEC’s Cybersecurity Incident Reporting Requirements
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.
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.