Back in early 2022, the SEC required companies to include filing fee disclosures for fee-bearing filings, such as Securities Act registration statements, in the newly created Exhibit 107. Here’s the final rule. Like so many new SEC rules, there is an Inline XBRL tagging requirement for the filing fee exhibit, which is now going into effect.
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Midyear Update on the Corporate Transparency Act
While public companies generally have an exemption from filing beneficial ownership information reports with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA), it can be a complicated analysis to figure out what is required for joint ventures, partnerships, and certain other corporate structures. Check out our…
The SEC’s Climate Rules: Item 1502(e)’s Transition Plan Disclosure (Including Annual Progress)
This is another in a series of blogs we will be posting breaking down the SEC’s new climate disclosure rules (here’s the last blog we posted).
We’re near the end of Regulation S-K Item 1502, Strategy. For the full text, see pages 852 through 855 of the SEC’s adopting release. This is the section…
6 Things to Know Right Now
Here’s our latest edition of our monthly feature – a quick snapshot of recent developments:
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SEC Announced Two Large Whistleblower Awards in July
While poking around the SEC’s updated website, I was struck that the SEC announced two separate $37 million whistleblower awards little more than a week apart.
These actions provide one more reminder to public and private companies to review their employment-related agreements to ensure they do not restrict or prohibit employees from reporting suspected…
SCOTUS Poised to Address Fraudulent Inducement Theory of Mail and Wire Fraud
Here’s the intro from this “White Collar Briefly” blog by Spencer Gottlieb: “White-collar criminal prosecutions frequently involve charges under the federal mail and wire fraud statutes. Those statutes criminalize using the mail system or interstate wires for “any scheme or artifice to defraud, or for obtaining money or property by means of false or fraudulent…
The Corporate Secretary: Being a Shrink
By Broc Romanek
Here’s the sixth of the 21 hats that the corporate secretary wears (here’s the blog about the fifth hat): “Related to being persuasive is knowing the varying traits—the distinct hot buttons—for each of the directors that you work with. Each will be different in their own way, and winning over each one of them might…
In-House Corner: Non-CEO Employees Serving as Directors
By Broc Romanek
This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things This feature of our blog is where our in-house readers share tips, anecdotes, and thoughts about things that come up in their daily practice. After receiving great feedback on Stewart Landefeld’s blog post a while back, “Should Non-CEOs…
In-House Corner: Annual Shareholder Meetings
By Broc Romanek
This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice. This particular batch of thoughts is about how preparation of annual shareholder meetings has evolved since the pandemic:
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Video Archive: “Navigating the DOJ’s New Whistleblower and Self-Disclosure Programs”
This “White Collar Briefly” blog highlights a webcast that took place last week for which the archived video is already posted: “The U.S. Department of Justice’s new Whistleblower Rewards Program and its Pilot Program on Voluntary Self-Disclosures for Individuals will reshape the factors companies consider when investigating and disclosing any corporate or financial issue that…