Insights

Washington – April 6, 2023: Crowell & Moring advised Rekor Systems, Inc. (Nasdaq: REKR), as it entered into a definitive agreement for the issuance and sale in a registered direct offering priced at-the-market under Nasdaq rules of an aggregate of 6,872,853 shares of its common stock and warrants to purchase up to 6,872,853 shares of common stock. The offering closed on March 27, 2023, resulting in up-front gross proceeds to Rekor of approximately $10 million. 

Washington – January 3, 2022: Crowell & Moring elected 13 lawyers to the firm’s partnership, effective January 1, 2022. The firm also promoted seven to the position of senior counsel and 19 associates to the position of counsel. The new partners have been promoted from within the ranks of the firm’s London, New York, and Washington, D.C. offices and from across several practice groups, including Advertising & Media; Antitrust & Competition; Corporate; Energy; Environment & Natural Resources; Government Contracts; Health Care; Technology & Intellectual Property; International Dispute Resolution; Litigation; Mass Tort, Product, and Consumer Litigation; and Privacy & Cybersecurity.

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) voted to finalize a rule that requires regulated issuers to disclose information regarding their greenhouse gas (GHG) emissions and other climate-related information. First proposed in 2022, the final rule has been scaled back in some significant ways from what was initially proposed. Notably, the final rule requires only large accelerated filers and non-exempted accelerated filers to disclose direct and energy-related (Scope 1 and 2)[1] GHGs—and only if such emissions are material to the business strategy, results of operations, or financial condition of a registrant—with no Scope 3 requirement to report on other indirect emissions (Scope 3). By comparison, the proposed rule would also have required Scope 1 and 2 emissions disclosures for all types of regulated entities regardless of materiality, and Scope 3 disclosures required of certain filers if material. The final rule reflects a heightened focus on materiality regarding disclosures of climate-related risks, and adjusts assurance requirements. It also extends the timing of GHG reporting, when required, to at least 2026 (for FY 2025 data) and phases in the assurance requirements. As soon as the SEC voted to finalize the rule, ten states (West Virginia, Georgia, Alabama, Alaska, Indiana, New Hampshire, Oklahoma, South Carolina, Virginia, and Wyoming) filed a petition for review in the Eleventh Circuit challenging the final rule.

Public companies now have a pathway to request a delay in their cybersecurity incident disclosure to the U.S. Securities and Exchange Commission (“SEC”). On December 6, 2023, the Federal Bureau of Investigation (“FBI”) Cyber Division published the “Cyber Victim Requests to Delay Securities and Exchange Commission Public Disclosure Policy Notice” (the “Policy Notice”) in response to the SEC’s finalized disclosure rules (the “Final Rules”). Published on July 26, 2023, the Final Rules established guidelines around cybersecurity risk management, strategy, governance, and incidents for public companies subject to the Securities Exchange Act of 1934. Among several requirements under the Final Rules, companies are required to disclose cybersecurity incidents within four days of a materiality determination by filing an SEC Form 8-K.

On October 30, 2023, the Securities and Exchange Commission (the “SEC”) filed a civil lawsuit charging SolarWinds Corporation (“SolarWinds” or the “Company”) and its chief information security officer, Timothy G. Brown (“Brown”), with securities fraud, internal controls failures, misleading investors about cyber risk, and disclosure controls failures, among other violations.  The SEC’s claims arise from allegedly known cybersecurity risks and vulnerabilities at SolarWinds associated with the SUNBURST cyberattack that occurred between 2018 and 2021.

Crowell & Moring is a proud silver sponsor of the Blu Venture Investor Cyber Summit that brings together investors, entrepreneurs, and business professionals in the cyber community for a content-rich afternoon that generates professional relationships, builds new business, and guarantees a strong presence with our audience of investors and entrepreneurs.