’34 Act/Other

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Cybersecurity Form 8-Ks: Corp Fin’s Interesting Comment Letter Process

We’ve known for some time that Corp Fin is reviewing Form 8-Ks filed after a company experiences a cybersecurity incident – including whether those 8-Ks should be filed under Item 1.05 or Item 8.01. These reviews have happened side-by-side with three tranches of guidance from the staff regarding cybersecurity incident 8-Ks, including: Now, the Corp Fin staff has uploaded an interesting publicly available comment letter …

SEC (Still) Conducting Whistleblower Impediment Sweeps

Yesterday, the SEC announced it had charged seven companies with violating ’34 Act Rule 21F-17(a) by using employment and separation agreements to impede potential whistleblowers from reporting misconduct to the SEC. Here are four bullets about this sweep – and the “bottom line” about what you need to do now: Bottom Line: If you haven’t battle-tested your employment and separation agreements against the SEC’s line …