Articles Posted in Materiality

AI Risk Disclosures in SEC 10-K Forms
Corporate Securities Legal

March 6, 2026

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The risks presented by artificial intelligence (AI) are becoming an increasing concern for corporate boards as emerging technologies influence business strategy, operations, and long-term planning. At the same time, regulators are closely examining how accurately companies disclose AI-related risks and the mitigation measures being implemented. The U.S. Securities and Exchange Commission (SEC) has already initiated…

Consequences of Deceptive SEC Filings
Corporate Securities Legal

March 2, 2026

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Fair and orderly securities markets depend on the accuracy and honesty of information provided to investors. Public companies and individuals involved in securities transactions are required to ensure that all filings and communications are complete, truthful, and not misleading. There is no tolerance under federal securities laws for inaccuracies—whether negligent or intentional. False or misleading…

Forward-Looking Statements in SEC Registration Statements
Corporate Securities Legal

February 23, 2026

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Before a company can go public, it must file a registration statement with the U.S. Securities and Exchange Commission (SEC). This filing provides potential investors with critical information needed to make informed investment decisions. Investors expect transparency regarding a company’s history, financial condition, market position, and—importantly—its anticipated future performance. Forward-looking statements are designed to address…

Reporting Pay Versus Performance Executive Compensation Plans
Corporate Securities Legal

February 11, 2026

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What Are Pay Versus Performance Disclosure Rules? Public companies are required under U.S. Securities and Exchange Commission (SEC) rules to periodically provide transparent disclosures to investors and the public regarding executive compensation, partcularly when compensation is tied to equity awards such as stock and stock options. These requirements are collectively referred to as equity plan disclosure…

Materiality And The “Substantial Likelihood Test”
Corporate Securities Legal

May 27, 2019

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Materiality in is a type of fraud, because it uses informational defects to evade a transaction. A fact is material if “there is a substantial likelihood a reasonable investor would consider important” while deciding something concerning securities. (TSC Industries, Inc. v. Northway, Inc., 426 U.S. 438 (1976). The Supreme Courts wanted to make the definition…

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