Public Company Advisory: Q2 2024 SEC Snapshots

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The members of Maynard Nexsen’s Public Company Advisory Practice counsel public companies and companies aiming to become public on the full range of matters shaping their governance and operation in the public markets. As a continued service to our clients, we provide a quarterly summary of important developments affecting public companies. Top trending items for the second quarter of 2024 are listed below (in chronological order and with embedded links to the source materials):

• Ideagen published its 2024 study on public company audits (April 3, 2024)
• The SEC issued an order to suspend the effectiveness of its recently adopted climate disclosure rules pending judicial review (April 4, 2024)
• NYSE proposed a rule change to extend the period for which a SPAC can remain listed if it has signed a definitive agreement with respect to a business combination (April 4, 2024)
• A Federal court in California found an executive guilty for “shadow” insider trading (April 5, 2024)
• The PCAOB issued proposed rules on audit firm metrics and updating the PCAOB’s reporting framework (April 9, 2024)
• The SEC published a fee rate advisory for fiscal year 2024 (April 17, 2024)
• WTW issued a study of executive perquisites (April 18, 2024)
• The NYSE proposed rule amendments to facilitate suspension and delisting procedures for listed companies that change their primary business focus (April 19, 2024)
• Nasdaq proposed rule changes addressing the independent director and committee requirements for IPOs and other matters (April 22, 2024)
• PwC and the Conference Board released a study on board effectiveness (April 23, 2024)
• The PCAOB published a report on root cause analysis for audit deficiencies (April 30, 2024)
• The SEC charged audit firm BF Borgers with fraud and imposed a suspension from appearing and practicing before the SEC as accountants (May 3, 2024)
• Banking regulators reproposed rules limiting incentive compensation for financial institutions under the Dodd-Frank Act (May 3, 2024)
• The PCAOB adopted a new auditing standard on general responsibilities of auditors (May 13, 2024)
• The PCAOB adopted a new auditing standard on quality control systems (May 13, 2024)
• The SEC Chief Accountant issued a statement regarding setting a healthy tone at the top at audit firms (May 15, 2024)
• PwC published a study on trends in SEC enforcement actions (May 16, 2024)
• The SEC provided exemptive relief to certain registrants affected by the permanent suspension of BF Borgers (May 20, 2024)
• The SEC Chair issued a statement about the implementation of the T+1 settlement cycle (May 21, 2024)
• The SEC Director of Corporation Finance issued a statement about disclosure of cybersecurity incidents (May 21, 2024)
• The T+1 settlement cycle for corporate bonds, municipal bonds, and equities transactions became effective (May 28, 2024)
• The PCAOB published a report on conversations with audit committee chairs (June 11, 2024)
• The PCAOB adopted auditing standard amendments addressing aspects of audit procedures that involve technology-assisted analysis of information in electronic form (June 12, 2024)
• The PCAOB proposed a new standard to replace its existing auditing standard related to an auditor’s use of substantive analytical procedures (June 12, 2024)
• The PCAOB adopted a rule amendment addressing the liability of an associated person of a registered public accounting firm who contributes to that firm’s violations of the laws, rules, and standards (June 12, 2024)
• The SEC settled an enforcement action against RR Donnelley & Sons for alleged disclosure and internal controls violations related to cyber incidents (June 18, 2024)
• Georgeson published a review of the 2024 proxy season (June 19, 2024) (free registration required)
• The SEC Director of Corporation Finance issued a statement about selective disclosure of cybersecurity incidents (June 20, 2024)
• The SEC Director of Corporation Finance issued a statement about the state of disclosure review (June 24, 2024)
• The SEC issued five new Compliance and Disclosure Interpretations (CDIs) addressing cybersecurity disclosures (June 24, 2024)
• Ideagen published a study on financial restatements (June 25, 2024)
• The Supreme Court ruled that the SEC must bring any civil-penalty actions for fraud in Federal court rather than in its administrative law court (June 27, 2024)
• The Supreme Court ruled that courts must exercise their independent judgment in deciding whether an agency (such as the SEC) has acted within its statutory authority and may not defer to an agency interpretation of the law (June 28, 2024)

For additional information about any of the above developments, or to discuss any questions that you may have, please contact a member of Maynard Nexsen’s Public Company Advisory Practice.

This Client Alert is for information purposes only and should not be construed as legal advice. The information in this Client Alert is not intended to create and does not create an attorney-client relationship.