WilmerHale Keeping Current: Disclosure and Governance Developments RSS Feed

Managing Legal Risk in the Age of Artificial Intelligence: What Key Stakeholders Need to Know Today

Tue, 17 Feb 2026 16:30:00 Z

2026 is poised to be a transformative year for artificial intelligence (AI) as businesses move beyond targeted pilot programs to enterprise-wide implementation. While AI is poised to unlock new efficiencies and drive innovation, it also has introduced new legal and regulatory risks.

Section 16 Reporting Requirements Expanded to Include Directors and Officers of Foreign Private Issuers

Tue, 23 Dec 2025 14:21:00 Z

The President signed a law requiring foreign issuer directors and officers to file Section 16 reports on ownership and securities transactions.

SEC Welcomes a “New Day” with the Release of its Spring 2025 Regulatory Agenda

Mon, 08 Sep 2025 17:40:00 Z

The SEC’s recently released Spring 2025 regulatory agenda emphasizes its continued focus on crypto assets and deregulation and simplification of rules.

PCAOB Delays Implementation of QC 1000 Until December 2026

Fri, 29 Aug 2025 16:40:00 Z

QC 1000’s effective date is delayed to Dec 15, 2026. Firms must still follow interim standards while preparing for full compliance.

EDGAR Next: Reminders and Considerations with Under a Month Remaining to Enroll

Thu, 21 Aug 2025 14:33:00 Z

Enroll in EDGAR Next by Sept 15, 2025, or lose filing access. Act now if you haven’t enrolled.

PCAOB Survives and Continues to Share Guidance with Audit Committees

Fri, 11 Jul 2025 17:24:00 Z

The PCAOB remains active, highlighting audit committee insights on auditor quality, AI risks, and global economic challenges.

New C&DIs Clarify Some Clawback Disclosure Questions

Thu, 15 May 2025 10:00:00 Z

The SEC staff issued new Compliance and Disclosure Interpretations (C&DIs) that clarify when companies need to check one or both of the boxes on Form 10-K related to financial restatements and compensation recovery (“clawbacks”).

House Committee Unveils TCJA Extensions International Tax Reforms

Wed, 14 May 2025 23:21:00 Z

On Friday, May 9, the House Ways and Means Committee shared partial text for the tax portion of a reconciliation bill to extend the 2017 Tax Cuts and Jobs Act (TCJA) and make certain other tax reforms. The bill includes several key international tax provisions aimed at extending and modifying existing rules.

Selected Reminders for Companies Ahead of First Quarter Reporting

Fri, 11 Apr 2025 12:00:00 Z

Given the impacts on public companies due to global events from the past quarter, it is encouraged for those companies to take a close look at forward-looking statements and disclaimers, MD&A and risk factors for this upcoming reporting cycle.

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

Mon, 10 Mar 2025 10:00:00 Z

On March 3, 2025, the Division of Corporation Finance of the Securities and Exchange Commission issued new guidance, effective immediately, significantly expanding the ability of companies to confidentially submit draft registration statements for non-public review with the Division.

SEC Staff Issues New Guidance on Shareholder Proposals and Rescinds Staff Legal Bulletin No. 14L

Fri, 14 Feb 2025 20:45:00 Z

This blog post discusses the SEC’s Division of Corporation Finance recently issued Staff Legal Bulletin No. 14M, which rescinds prior Staff Legal Bulletin No. 14L and provides updated guidance on shareholder proposals under Rule 14a-8.

PCAOB Inspection Findings Offer Valuable Reminders About Auditor Independence

Wed, 16 Oct 2024 13:37:00 Z

Auditor independence has long been a foundational element of audit quality, and recent findings from the Public Company Accounting Oversight Board (PCAOB) underscore the importance of auditor independence and the need to be vigilant in maintaining it.

SEC Continues Scrutiny of Provisions That Might Impede Whistleblowers

Wed, 18 Sep 2024 17:33:00 Z

On September 9, 2024, the Securities and Exchange Commission (SEC) announced settled charges against seven public companies for violations of certain whistleblower protections provided by Rule 21F-17 under the Securities Exchange Act of 1934.

SEC Takes Action Against Keurig for Allegedly Incomplete Disclosures Regarding Recyclability of K-Cups

Thu, 12 Sep 2024 09:00:00 Z

While the Securities and Exchange Commission’s (SEC) new climate-related disclosure rules remain stayed, the SEC has not abandoned its focus on sustainability-related issues.

PCAOB Releases Summary of 2023 Conversations with Audit Committee Chairs

Thu, 13 Jun 2024 12:25:00 Z

One of the stated goals of the PCAOB is to preserve external audit quality. To further this priority, the PCAOB regularly invites public company audit committee chairs for informal discussions with its Division of Registration and Inspections. The PCAOB has reviewed and published its overall learnings from these discussions over the past several years, and the latest spotlight report was released earlier this week.

SEC Staff Clarifies Form 8-K Item 1.05 is for Cybersecurity Incidents that are Determined to be Material

Wed, 22 May 2024 15:49:00 Z

On May 21, 2024, Erik Gerding, Director of the SEC’s Division of Corporation Finance, issued a statement regarding the disclosure of cybersecurity incidents on Form 8-K.

SEC Enforcement Director Warns Against AI Washing

Wed, 24 Apr 2024 14:25:00 Z

On April 15, 2024, Gurbir S. Grewal, Director of the SEC’s Division of Enforcement, spoke at a compliance and enforcement conference regarding the challenges and potential missteps associated with the increased use of artificial intelligence.

SEC Pauses Final Rules on Climate-Related Disclosures

Fri, 05 Apr 2024 13:17:00 Z

On April 4, 2024, the SEC issued a stay of its final climate-related disclosure rules.

SEC Adopts Final Rules on Climate-Related Disclosures

Mon, 11 Mar 2024 18:15:00 Z

On March 6, 2024, in a 3-2 vote along party lines, the SEC adopted the long-awaited final rules on climate-related disclosures.

Segments, Taxes, SAB 74 and More

Wed, 10 Jan 2024 16:41:00 Z

The Financial Accounting Standards Board was quite active at the end of 2023 and published two notable Accounting Standards Updates that are expected to meaningfully affect public company disclosures regarding segments and taxes. While compliance with these two new ASUs is not required for upcoming 10-Ks, some disclosure about their expected effect may be required.

To Check or Not to Check: Form 10-K’s Restatement and Clawback Checkboxes

Tue, 19 Dec 2023 15:20:00 Z

As 2023 comes to a close and companies begin preparing their Form 10-K, one question keeps emerging: to check or not to check Form 10-K’s new restatement and compensation recovery (“clawback”) checkboxes?

Cybersecurity Disclosure Controls and Procedures

Tue, 19 Dec 2023 14:35:00 Z

For companies that are not smaller reporting companies, the requirement to disclose material cybersecurity events under new Item 1.05 of Form 8-K takes effect today (December 18, 2023).

Addressing Upcoming Cybersecurity Incident Reporting Requirements in Form 8-K

Wed, 15 Nov 2023 16:17:00 Z

With the new requirement to report material cybersecurity incidents on Form 8-K just around the corner, WilmerHale has updated its popular, practical guide, “Keeping Current With Form 8-K,” to address the new requirement, as well as to reflect other updates to Form 8-K practices, including in response to recent SEC staff compliance and disclosure interpretations.

Recent PCAOB Developments for Audit Committees and Companies

Fri, 27 Oct 2023 15:30:00 Z

The Public Company Accounting Oversight Board (PCAOB) has had one of its busiest years in recent memory, including with respect to standard setting, inspections and enforcement. This blog post provides a summary of notable developments that are worth bearing in mind as audit committees and companies turn to fiscal year 2023 annual reporting and beyond.

SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting

Thu, 19 Oct 2023 19:12:00 Z

On October 10, 2023, the SEC adopted long-awaited amendments to its beneficial ownership reporting rules under Regulation 13D-G. Most significantly, the amendments accelerate the filing deadlines for initial and amended beneficial ownership reports on Schedules 13D and 13G, while extending the applicable cut-off time for filing via EDGAR.

SEC Enforcement Reminds Filers that Beneficial Ownership Reporting Obligations Are Not Optional

Fri, 06 Oct 2023 13:58:00 Z

On September 27, 2023, the Securities and Exchange Commission’s Division of Enforcement announced settled charges against five publicly-traded companies and six individuals for failures to timely report information about the individuals’ holdings and related transactions in the companies’ securities.

SEC Chief Accountant Shines a Spotlight on ICFR and Risk Assessments

Tue, 29 Aug 2023 14:16:00 Z

On Friday, SEC Chief Accountant Paul Munter released a public statement in which he expressed concerns about the risk assessment process of both auditors and management.

Recent SEC Enforcement Activity Serves as a Reminder That Rule 12b-25 Requires Substantive Disclosures

Tue, 29 Aug 2023 12:55:00 Z

On August 22, the Securities and Exchange Commission announced settled enforcement actions against five companies for violations of Exchange Act Rule 12b-25, which requires a notification to be filed whenever a company does not file its Form 10-K or 10-Q by the prescribed due date.

SEC Adopts Cybersecurity Disclosure Rules

Fri, 28 Jul 2023 20:04:00 Z

On July 26, 2023, the SEC adopted new rules for public companies that will require disclosures regarding cybersecurity incidents, as well as cybersecurity risk management, strategy, and governance.

PCAOB Releases New Audit Committee Resource for 2023

Wed, 12 Jul 2023 15:42:00 Z

The PCAOB recently released a new Audit Committee Resource, which sets forth an updated set of questions that audit committee members may want to consider incorporating into their ongoing engagement with auditors.

Remarks of SEC Enforcement Director on Cyber Resilience

Thu, 06 Jul 2023 15:36:00 Z

On June 22, Gurbir S. Grewal, Director of the SEC’s Division of Enforcement, discussed cyber resilience at the Financial Times Cyber Resilience Summit and shared five principles that guide the Enforcement Division’s approach to a company’s cybersecurity and disclosure obligations.

Recent SEC Enforcement Actions Highlight Importance of D&O Questionnaires

Wed, 05 Jul 2023 16:50:00 Z

A number of recent SEC enforcement actions alleging failure to disclose perquisites highlight the importance of the questionnaires routinely used in connection with the preparation of SEC reports and proxy statements.

SEC Adopts Amendments to Issuer Repurchase Disclosure

Tue, 09 May 2023 12:57:00 Z

On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934.

SEC Adopts Amendments to Rule 10b5-1

Thu, 15 Dec 2022 22:27:00 Z

In a surprising 5-0 vote, on December 14, 2022, the SEC adopted amendments to Rule 10b5-1, the SEC’s rule governing pre-arranged trading plans, as well as amendments to related disclosure and other rules.

SEC Updates Non-GAAP Compliance and Disclosure Interpretations

Thu, 15 Dec 2022 18:37:00 Z

On Tuesday, the SEC’s Division of Corporation Finance posted updated Compliance and Disclosure Interpretations (C&DIs) regarding Non-GAAP Financial Measures.

SEC Acting Chief Accountant Comments on “The Auditor’s Responsibility for Fraud Detection”

Mon, 24 Oct 2022 18:06:00 Z

Continuing his recent efforts at clarifying the views of the Office of the Chief Accountant on various topics, in an October 11, 2022 statement Acting Chief Accountant Paul Munter emphasized the SEC’s focus on auditor responsibility for fraud detection.

SEC Brings Charges Against Director and Former Executive Officers for Allegedly Lying to Auditors About Loss Contingencies Concerning a Government Investigation

Wed, 28 Sep 2022 14:38:00 Z

The Securities and Exchange Commission filed a complaint in U.S. District Court against a company’s director, former CEO and former CFO for allegedly making false and misleading statements to the company’s auditors, in violation of Rule 13b2-2 of the Securities Exchange Act of 1934, as amended.

Evaluating the New Stock Buyback Tax

Mon, 29 Aug 2022 17:55:00 Z

In this WilmerHale client alert titled “Surprises and Questions Around the New Stock Buyback Tax,” our tax specialists share key highlights from the new excise tax, such as what companies are subject to the tax, what exceptions there are from the tax and what transactions other than buy-backs may be subject to the tax.

Changes to ASC 280 (Segment Reporting) Appear Likely

Mon, 22 Aug 2022 17:41:00 Z

Segment reporting—a frequent topic of SEC comments and the subject of long-running debate at the Financial Accounting Standards Board (FASB)—continues to appear on the FASB’s Technical Agenda, with some likely changes on the near-term horizon.

PCAOB Releases New Audit Committee Resource

Thu, 18 Aug 2022 19:12:00 Z

The PCAOB recently released a new Audit Committee Resource, which sets forth questions that audit committee members may want to consider incorporating into their ongoing engagement with auditors.

PCAOB Requests Comment on Draft Strategic Plan

Wed, 17 Aug 2022 20:07:00 Z

The Public Company Accounting Oversight Board recently released for public comment a draft five-year strategic plan for 2022-2026, setting forth targeted objectives that are oriented around four primary goals, modernizing standards, enhancing inspections, strengthening enforcement, and improving organizational effectiveness.

SEC Revisits Shareholder Proposal Rule

Mon, 25 Jul 2022 13:59:00 Z

The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in Rule 14a-8. Both of these areas were the subject of recent rulemaking during former Chair Clayton’s tenure.

SEC Acting Chief Accountant Cautions Against “Checklist Compliance” Approach to Auditor Independence

Thu, 09 Jun 2022 23:14:00 Z

This latest statement follows a pair of statements issued in October 2021 and December 2021, both of which similarly highlighted auditor independence.

SEC OCA Waves Big Red Flag About “Little R” Restatements

Thu, 17 Mar 2022 18:35:00 Z

SEC Acting Chief Accountant Paul Munter released a statement last week, Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors (the “Statement”), that is sure to become required reading for any company analyzing errors in its financial statements.

SEC Proposes New Public Company Cybersecurity Disclosure Rules

Thu, 10 Mar 2022 19:09:00 Z

On March 9, 2022, the SEC proposed rules, by a 3-1 vote, that are intended to enhance disclosures about cybersecurity risk management, strategy, governance, and incident reporting by public companies.

SEC Adopts SAB 120 to Address Spring-Loaded Compensation Awards

Thu, 09 Dec 2021 16:16:00 Z

Last week, the SEC announced the adoption of Staff Accounting Bulletin No. 120, which provides guidance for companies as to how they should recognize and disclose the cost of providing “spring-loaded” awards to executives.

SEC Finalizes Rules Implementing Requirements under the HFCAA

Fri, 03 Dec 2021 17:18:00 Z

The SEC has adopted amendments to finalize rules, adopted in March, implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act (HFCAA).

Update on Recent Developments Ahead of FY21 Reporting Season

Tue, 09 Nov 2021 14:27:00 Z

As year-end fast approaches, there has been no shortage of regulatory developments relevant to the upcoming financial reporting season.

SEC Approves Nasdaq’s Board Diversity Rule

Mon, 09 Aug 2021 20:36:00 Z

On Friday, the SEC approved Nasdaq listing rules related to board diversity.

SEC Chair Issues Statement on Investor Protection Related to Developments in China

Mon, 02 Aug 2021 19:34:00 Z

On Friday, SEC Chair Gary Gensler issued a statement concerning investor protection related to recent developments in China.