The U.S. Department of Labor (DOL) announced two settlements with major insurance companies this month that highlight the importance of employers avoiding the collection of group life insurance premiums from employees until the insurer has approved them for coverage, including receipt and approval of required evidence of insurability (EOI). These settlements follow two similar agreements
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Corporation Finance Director Speaks to Information Sharing Following Cybersecurity Disclosure
Erik Gerding, Director, SEC Division of Corporation Finance, issued a statement to clear up misconceptions following filing of an 8-K disclosing a cybersecurity incident.
According to Mr. Gerding, some companies are under the impression that if they experience a material cybersecurity incident, the SEC’s new rules prohibit them from discussing that incident beyond what was…
HHS Supports Reproductive Health Care Privacy by Modifying the HIPAA Privacy Rule
By Lisa Rippey
The Department of Health and Human Services’ (“HHS”) Office for Civil Rights recently published a final rule (the “Final Rule“) which provides additional privacy protections related to the use and disclosure of reproductive health care information. Covered entities (e.g., health plans) and their business associates must comply with all of the provisions of…
SEC Director of Corporation Finance Speaks to Cybersecurity Disclosures
Erik Gerding, Director, Division of Corporation Finance, released a statement on the preferred methods to disclose certain cybersecurity incidents. Mr. Gerding noted “The cybersecurity rules that the Commission adopted on July 26, 2023 require public companies to disclose material cybersecurity incidents under Item 1.05 of Form 8-K. If a company chooses to disclose a cybersecurity…
Supreme Court: Rule 10b-5 Does Not Cover Pure Omissions
In Macquarie Infrastructure Corp., et al., v. Moab Partners, L. P., et. al, a unanimous United States Supreme Court held that failure to make MD&A disclosures required by Item 303 of Regulation S-K does not violate Rule 10b-5(b). The Court reiterated the tenet of Basic Inc. v. Levinson that “Silence, absent a duty to…
SEC Adopts Final Climate Rules
The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and annual reports. The final rules will require information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely…
NYSE Updates Shareholder Approval Rule
The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval. The SEC approved the change on an accelerated basis.
Section 312.03(b)(i) of the NYSE’s Listed Company Manual provides that shareholder approval is required prior to the issuance of common stock,…
2024 ISS Policy Update: Severance Arrangements
It appears the lone ISS policy update for the US will be to Severance Agreements for Executives/Golden Parachutes.
ISS will vote on a case-by-case basis on shareholder proposals requiring that executive severance (including change-in-control related) arrangements or payments be submitted for shareholder ratification.
Factors that will be considered include, but are not limited to:
- The
…
SEC Issues Staff Report on Accredited Investor Definition
The SEC issued a staff report on the accredited investor definition. The Dodd-Frank Wall Street Reform and Consumer Protection Act directs the Commission to review the accredited investor definition as it relates to natural persons every four years to determine whether the definition should be modified or adjusted. The Staff previously reviewed the definition in…
Annual Limits on Qualified Plans for 2024
By Lisa Rippey
On November 1, 2023, the Internal Revenue Service (IRS) released Notice 2023-75, which sets forth the 2024 cost-of-living adjustments affecting dollar limits on benefits and contributions for qualified retirement plans. The IRS also announced the health savings account (HSA) and high deductible health plan (HDHP) annual deductible and out-of-pocket expense adjustments earlier this year…