A “Rule 10b5-1 plan” is intended to satisfy the affirmative defense provided in Rule 10b5-1(c), the rule that provides an affirmative defense to an allegation of having traded on the basis of material nonpublic information...more
You probably have heard or read about the SEC’s adoption, on Dec. 14, 2022, of amendments to Rule 10b5-1. That rule provides an affirmative defense to insider trading liability under Section 10(b) of the Exchange Act and Rule...more
We issued a step-by-step guide entitled An Analysis of the SEC’s Pay Versus Performance Rules on December 14, 2022. We prepared that guide to assist our clients as they prepare to implement the SEC’s new “Pay Versus...more
We have prepared this guide to assist our clients as they prepare to implement the SEC’s new “Pay Versus Performance” (“PVP”) Rules. On Aug. 25, 2022, after a twelve-year delay, the SEC adopted rules implementing Section...more
A mere 12 years after they were mandated by Dodd-Frank, the SEC adopted so-called “pay versus performance” rules on August 25, 2022. The rules require companies to provide a new table in their proxy or information statements,...more
Overview - On December 15, 2021, the SEC proposed amendments to Rule 10b5-1 and certain other provisions of the securities laws to attempt to mend what Chair Gary Gensler previously referred to as “cracks” in the insider...more
Earlier this month, the SEC proposed an order that would exempt “Finders” — individuals who connect private issuers with accredited investors — from federal broker registration requirements, provided that certain conditions...more
The Securities and Exchange Commission (SEC) adopted amendments on Wednesday to portions of Regulation S-K and to the definitions of “accredited investor” and “qualified institutional buyer." ...more
Companies that are accelerated filers have a number of things to consider this month. In-line XBRL Is Now Required - First — don’t forget that the in-line XBRL tagging requirements (including for cover pages) have now...more
Overview - When a public company acquires a business or real estate operations, it may or may not have to provide historical financial information about the target in its SEC filings depending on how significant the target is...more
During the past several weeks, the spread of the new coronavirus, or COVID-19, has had an almost unprecedented effect throughout the U.S. economy. The World Health Organization has officially declared it a pandemic. ...more
Continuing its modernization and simplification of Regulation S-K as mandated by the JOBS and FAST Acts, the SEC, on January 30, 2020, proposed amendments to certain financial disclosure requirements of Regulation S-K,...more
On August 20, 2019, the SEC provided interpretive guidance in the form of nine new Compliance and Disclosure Interpretations (“C&DIs”) on the new inline XBRL and related exhibit requirements....more
8/24/2019
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Foreign Private Issuers ,
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Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
On August 8, 2019, the Securities Exchange Commission (SEC) proposed amendments to Regulation S-K that would modernize the disclosures required by S-K Item 101 (description of business), S-K Item 103 (legal proceedings) and...more
On July 15, 2019, the SEC staff and the North American Securities Administrators Association (NASAA, a 50-state association of securities administrators) released a joint statement regarding the federal opportunity zone...more
Congress passed the Fixing America’s Surface Transportation Act (known as the “FAST Act”) at the end of 2015. Among other things, the FAST Act directed the SEC to modernize and simplify its disclosure requirements by...more
SEC faults internal controls, employee training and requires retention of independent consultant -
Using analysis that could easily be applied to other areas of disclosure, the SEC recently underscored the need for...more
On June 28, 2018, the SEC adopted amendments to the definition of “smaller reporting company” that are “intended to reduce compliance costs for these registrants and promote capital formation, while maintaining appropriate...more
On February 21, 2018, the Securities and Exchange Commission issued new guidance on public company disclosure obligations with respect to matters involving cybersecurity risk and incidents. The new guidance also addresses...more