Capital Markets & Securities Law Watch

The Securities and Exchange Commission (SEC) recently charged a public company with violations of Regulation Fair Disclosure (“Regulation FD”) stemming from social media posts by the company’s CEO. These charges are evidence of a trend toward increased Regulation FD enforcement by the SEC.

On February 5, 2024, Securities and Exchange Commission (SEC) Chief Accountant Paul Munter issued a statement calling for increased quality of public company audits. Munter’s statement follows findings from the Public Company Accounting Oversight Board (PCAOB) of increased deficiency rates in recent year-over-year inspections, and alludes to new and existing risks that “may put pressure on the operations and financial health of companies and render financial reporting and auditing more challenging.”

On December 19, 2023, the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC) new share repurchase disclosure rule discussed in our prior blog posts available here and here.

On November 22, 2023, the Securities and Exchange Commission (SEC) announced an order postponing the effective date of the Share Repurchase Disclosure Modernization rule indefinitely, pending further SEC action.

On October 31, 2023, the Fifth Circuit Court of Appeals held that the Securities and Exchange Commission (SEC) acted arbitrarily and capriciously, in violation of the Administrative Procedures Act (APA), when it failed to respond to petitioners’ comments and failed to conduct a proper cost-benefit analysis in connection with the adoption of rules requiring issuers to disclose share repurchase activity and the reasoning as to why the issuer repurchased its own shares.