Tag Archives: Eric T. Juergens

SEC Releases New Guidance on Material Cybersecurity Incident Disclosure

by Eric T. Juergens, Erez Liebermann, Benjamin R. Pedersen, Paul M. Rodel, Anna Moody, Kelly Donoghue, and John Jacob

Photos of authors.

Top left to right: Eric T. Juergens, Erez Liebermann, Benjamin R. Pedersen, and Paul M. Rodel. Bottom left to right: Anna Moody, Kelly Donoghue, and John Jacob. (Photos courtesy of Debevoise & Plimpton LLP)

On June 24, 2024, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) released five new Compliance & Disclosure Interpretations (“C&DIs”) relating to the disclosure of material cybersecurity incidents under Item 1.05 of Form 8-K. A summary of the updates is below, followed by the full text of the new C&DIs.  While the fact patterns underlying the new C&DIs focus on ransomware, issuers should consider the guidance generally in analyzing disclosure obligations for cybersecurity events.

Continue reading →

SEC Issues Long-Awaited Climate-Related Disclosure Rule

by Eric T. Juergens, Benjamin R. Pedersen, Paul M. Rodel, Kristin A. Snyder, Caroline N. Swett, Ulysses Smith, Michael Keene, Mie Morikubo, Michael Pan, Amy Pereira, and Maayan G. Stein

photos of authors

Top left to right: Eric T. Juergens, Benjamin R. Pedersen, Paul M. Rodel, Kristin A. Snyder, Caroline N. Swett, and Ulysses Smith. Bottom left to right: Michael Keene, Mie Morikubo, Michael Pan, Amy Pereira, and Maayan G. Stein. (Photos courtesy of Debevoise & Plimpton LLP).

On March 6, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted a long-awaited final rule, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which will require registrants, including foreign private issuers (“FPIs”),[1] to disclose extensive climate-related information in their registration statements and periodic reports (the “Final Rule”). The Final Rule is intended to facilitate the disclosure of “complete and decision-useful information about the impacts of climate-related risks on registrants” and to improve “the consistency, comparability, and reliability of climate-related information for investors.” The Final Rule constitutes one of the most significant changes ever to SEC disclosure requirements, and is expected to face legal challenges. The Final Rule is available here and the accompanying fact sheet is available here.

Continue reading →

SEC Adopts Share Repurchase Disclosure Rules

by Eric T. Juergens, Matthew E. Kaplan, Nicholas P. Pellicani, Paul M. Rodel, Steven J. Slutzky, Jonathan R. Tuttle, and Charu A. Chandrasekhar

Photos of the authors

Top row from left to right: Eric T. Juergens, Matthew E. Kaplan, Nicholas P. Pellicani, and Paul M. Rodel.
Bottom row from left to right: Steven J. Slutzky, Jonathan R. Tuttle, and Charu A. Chandrasekhar. (Photos courtesy of Debevoise & Plimpton)

On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted rules requiring additional disclosures by issuers of repurchases of equity securities registered under Section 12 of the Exchange Act made by or on behalf of the issuer or by any “affiliated purchaser” of the issuer.[1] Most significantly, the rules require:

  • most issuers to disclose their daily share repurchase activity on a quarterly basis;
  • additional disclosures in periodic reports regarding the objective and structure of an issuer’s repurchase program, including Rule 10b5-1 trading arrangements, and policies relating to trading activity by officers and directors during repurchase programs; and
  • issuer periodic reports to identify trading activity by officers and directors in close proximity to an announcement of a share repurchase program.

Continue reading →