Tag Archives: Maia Gez

Key Considerations for Updating 2024 Annual Report Risk Factors

by Maia Gez, Scott Levi, Michelle Rutta, Melinda Anderson, and Danielle Herrick

Photos of the Authors.

Left to Right: Maia Gez, Scott Levi, Michelle Rutta, Melinda Anderson, and Danielle Herrick. (Photos courtesy of White & Case LLP)

With the 2025 annual reporting season upon us, public companies should consider potential updates to their risk factors for their Form 10-Ks and 20-Fs in light of recent economic, political, technological, and regulatory developments.[1]

As a starting point, this alert features (i) a list of key developments that US public companies should consider as they update risk factors in Part I and (ii) critical drafting considerations in Part II. Each company will, of course, need to assess its own material risks and tailor its risk factor disclosure to its particular circumstances.

As further described below, calendar year-end companies should review and update their risk factors by assessing the material risks that impact their businesses. Well-drafted risk factors play a crucial role in defending public companies against allegations of fraud under the US federal securities laws, and companies should therefore take the time to update their risk factor disclosure and tailor risks to their own facts and circumstances.

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How to Avoid Risk of SEC Whistleblower Rule Violations in Connection with Employee-related Documents

by Tami Stark, Maia Gez, Scott Levi, and Tal Marnin

From left to right: Tami Stark, Maia Gez, Scott Levi, and Tal Marnin (Photos courtesy of Covington & Burling LLP)

On February 3, 2023, the US Securities and Exchange Commission (“SEC”) announced that a public company agreed to pay $35 million to settle charges of, among other things, violations of the whistleblower protection rule.[1] Securities Exchange Act of 1934 Rule 21F-17(a) prohibits any person from taking “any action to impede an individual from communicating directly with the Commission staff about a possible securities law violation, including enforcing, or threatening to enforce, a confidentiality agreement . . . with respect to such communications.”

Since the Dodd-Frank Act provided the Commission with the power to bring actions against persons, including companies, for impeding reports to the SEC, the SEC has brought over 16 enforcement actions for violations of the whistleblower protection rule.[2] As this is the second time in a little over six months that the SEC has brought such an action, it appears to be a continuing area of focus for enforcement.

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