Securities Alert – New Disclosure in Upcoming SEC Filings
The SEC has adopted a number of substantive new rules that will require new disclosures as soon as December 18, 2023 for material cybersecurity incidents on Form 8-K.
The SEC has adopted a number of substantive new rules that will require new disclosures as soon as December 18, 2023 for material cybersecurity incidents on Form 8-K.
On October 10, 2023, the SEC adopted final rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. These sections, along with Regulations 13D and 13G, require an investor who beneficially owns more than 5% of a covered class of equity securities to publicly file either a Schedule 13D (investors with control intent) or a Schedule 13G (investors without a control intent).
The rule, proposed in March 2022, includes requirements about current disclosure of material cybersecurity incidents, and periodic disclosures about a registrant’s processes to assess, identify, and manage material cybersecurity risks.
Given the expected increase in scrutiny of issuer buybacks, we recommend that companies consider taking some or all of the actions noted in this Alert before the fourth quarter of this year.
Set to go into effect on October 11, 2022, new Item 402(v) requires companies to make these disclosures in proxy statements and information statements for fiscal years ending on or after December 16, 2022, thus greatly impacting the 2023 proxy season.
This proposal represents the most significant alterations to the rules governing beneficial ownership reporting since their adoption.
The SEC recently announced amendments to update electronic filing requirements through the EDGAR system for certain documents that previously were permitted to be filed or submitted in paper format.
On November 17, 2021, the Securities and Exchange Commission (SEC) adopted new Rule 14a-19 and amendments to existing rules affecting the procedure for director elections.