Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to developments during the fourth quarter of 2023.
What You Need to Know:
The Securities and Exchange Commission (SEC) adopts amendments to the beneficial ownership reporting rules, including accelerated filing deadlines.
A ransomware group filed a “Failure to Disclose” complaint with the SEC when its victim, a public company, did not disclose the group’s cyberattack within four days as required under new SEC regulations regarding cybersecurity incidents.
Charter Communications Inc. (“Charter”) and the SEC entered into a $25 million settlement on the basis of Charter’s internal controls failing to adequately prevent or detect a misalignment between board authorization and the execution of a corporate action.
The SEC published its enforcement results for fiscal year 2023 with the following key takeaways: even though more actions were filed, monetary settlements in those actions decreased; the whistleblower program has become a key enforcement tool; and the SEC continues to be active in pursuing enforcement particularly in the areas of cryptocurrency, cybersecurity, and environmental, social and governance (ESG).
The SEC issues new and amended compliance and disclosure interpretations (C&DIs) related to the proxy rules and Schedule 14A.
On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit issued an order in Chamber of Com. of the USA v. SEC (23-60255) vacating the SEC’s recently adopted share repurchase rule.
Accelerated Beneficial Ownership Reporting Under Schedule 13D and Schedule 13G
In October 2023, the SEC adopted amendments to the beneficial ownership reporting rules under Section 13(d) and Section 13(g) of the Securities Exc ..
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