In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that...more
On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure...more
On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules. These are included in the Staff’s Proxy Rules and...more
The Securities and Exchange Commission announced an open meeting to be held on December 14, 2022 to consider a number of matters, including the final amendments to Rule 10b5-1 under the Securities Exchange Act....more
On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act) mandate that...more
9/1/2022
/ Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On August 25, 2022, the Staff of the Securities and Exchange Commission (SEC) issued three Compliance and Disclosure Interpretations (C&DIs) (see the Proxy Rules and Schedules 14A/14C), 139.01, 139.02 and 139.03. The C&DIs,...more
On August 25, 2022, the Securities and Exchange Commission adopted a final pay for performance rule. The pay for performance rule implements the Dodd Frank Act rulemaking mandate contained in Section 953(a) of the Act. That...more
This practice note discusses 10 practice points that can help you, as counsel to underwriters or initial purchasers, skillfully navigate the task of reviewing and negotiating comfort letters. A comfort letter is a letter...more
On June 9, 2022, the staff (“Staff”) of the US Securities and Exchange Commission (“SEC”) added Question 101.01 to its Compliance and Disclosure Interpretations (“C&DI”), addressing forward contracts on restricted securities....more
6/22/2022
/ C&DIs ,
Disclosure Requirements ,
Forward Contracts ,
New Guidance ,
Publicly-Traded Companies ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Security-Based Swaps ,
Swaps
The Staff of the US Securities and Exchange Commission’s Division of Corporation Finance released a sample comment letter that provides guidance regarding the types of disclosures that reporting companies should consider in...more
Background -
On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3:1, with only Commissioner Hester Peirce dissenting, to propose long-awaited rules that, if adopted, would require extensive reporting...more
3/23/2022
/ Annual Reports ,
Climate Change ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Background -
On March 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released proposed amendments (the “Proposed Amendments”) aimed at enhancing and standardizing disclosure relating to cybersecurity...more
3/15/2022
/ Business Development Companies ,
Comment Period ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 8-K ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules...more
3/11/2022
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Disclosure Requirements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
This practice note discusses market trends in 2021 relating to disclosures of climate change risks and mitigation by public companies, which are intertwined with environmental, social, and governance (ESG) issues. It also...more
1/24/2022
/ Business Plans ,
Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Sustainability
This practice note discusses market trends on how public companies’ political contributions, or “political spending,” is perceived to be intertwined with environmental, social, and governance (ESG) issues, and provides...more
On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations...more
12/17/2021
/ 10b5-1 Plans ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Trading Policies
The use of social media raises securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles.
...more
In various prepared remarks in recent weeks, Securities and Exchange Commission (SEC) Chair Gensler has commented on a number of potential proposals for additional disclosure requirements....more
INTRODUCTION -
This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant...more
8/31/2021
/ Closed-End Funds ,
Corporate Governance ,
Disclosure Requirements ,
Financial Markets ,
Financial Statements ,
Income Test ,
MD&A Statements ,
Private Funds ,
Pro Forma Financial Information ,
Publicly-Traded Companies ,
Regulation S-X ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Terms and Conditions
SEC Focus -
The Securities and Exchange Commission (SEC) has been focused on cybersecurity issues for over a decade, tracing back to its initial guidance on this topic in 2011. On October 16, 2018, the SEC released a...more
The Securities and Exchange Commission approved the proposed rule change by Nasdaq which will require listed companies to disclose information about the diversity of a company’s board of directors. For a limited time, Nasdaq...more
On July 13, 2021, the US Securities and Exchange Commission (“SEC”) announced charges against Stable Road Acquisition Corp. (“SRAC”), a special purpose acquisition company (“SPAC”), SRAC’s proposed merger target, Momentus...more
At a recent conference, Securities and Exchange Commission Chair Gary Gensler gave wide-ranging remarks addressing market structure issues, LIBOR and other rates, and the Commission’s regulatory agenda....more
Last week, the Office of Information and Regulatory Affairs released the Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions, which includes the Securities and Exchange Commission’s rulemaking agenda....more
6/14/2021
/ 10b5-1 Plans ,
Beneficial Owner ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Repurchases ,
Swaps
Acting Director of the Securities and Exchange Commission’s Division of Corporation Finance, John Coates, provided additional comments on SPACs on April 8, 2021. Acting Director Coates noted the “unprecedented surge” in SPAC...more