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William J. Bruno

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William Bruno is a partner in the Washington, D.C. office of Crowell & Moring, where he is a member of the firm’s Corporate Group. William’s practice focuses on general corporate and securities matters for public and private companies, including mergers and acquisitions, initial and follow-on securities offerings, complex commercial transactions, and corporate governance. William advises clients seeking to grow, collaborate, and secure new capital.

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The U.S. Securities and Exchange Commission (“SEC”) adopted a final rule on July 26, 2023 that requires public companies to disclose material cybersecurity incidents under new Item 1.05 of Form 8-K. Since its adoption, public companies have faced practical challenges in determining whether and when a cybersecurity incident warrants disclosure under Item 1.05.

On May 21, 2024, roughly six months after the final rule’s effective date, Erik Gerding, Director of the SEC’s Division of Corporation Finance, issued a statement signaling that public companies should consider disclosing incidents in a different fashion under a Form 8-K.  Specific points of note:Continue Reading SEC “Encourages” Public Companies to Disclose “Immaterial” Cybersecurity Incidents Under Item 8.01 of Form 8-K

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.Continue Reading FBI Offers Pathway to Request Delay of SEC Cybersecurity Incident Disclosures

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.Continue Reading Uncharted Territory: The SEC Sues SolarWinds and its CISO for Securities Laws Violations in Connection with SUNBURST Cyberattack

On July 26, 2023, the SEC finalized long-awaited disclosure rules (the “Final Rules”) regarding cybersecurity risk management, strategy, governance, and incidents by public companies that are subject to the reporting requirements of the Securities Exchange Act of 1934.  While the end results are substantially similar to rules proposed by the SEC in March 2022, there are some key distinctions. Continue Reading Five Key Takeaways from the SEC’s Final Cybersecurity Rules for Public Companies