On August 6, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted proposed rule changes to the U.S. Securities and Exchange Commission (“SEC”). If adopted, the revised rules would modify the Nasdaq delisting process in...more
The U.S. Treasury finalized regulations (the “Regulations”), providing rules for public companies subject to the 1% excise tax on certain redemptions of their publicly traded stock (the “Stock Repurchase Excise Tax”).
The...more
8/6/2024
/ Broker-Dealer ,
Complex Corporate Transactions ,
Debt Instruments ,
Excise Tax ,
Inflation Reduction Act (IRA) ,
Nasdaq ,
Recordkeeping Requirements ,
Registered Investment Companies (RICs) ,
Regulatory Requirements ,
REIT ,
Restricted Stocks ,
Securities Exchange Act of 1934 ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Repurchases ,
Stocks ,
U.S. Treasury
On February 15, 2023, the Securities and Exchange Commission (the “Commission”) adopted final rule amendments to shorten the standard settlement cycle for securities broker-dealer transactions from two business days after the...more
Following the recent amendments to the Marshall Islands Maritime Act permitting the electronic recordation of preferred mortgages and lease finance charters, the Marshall Islands Registrar of Corporations has adopted the...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted new rules that increase public company reporting requirements regarding climate change. The new rules, which the SEC originally proposed in March 2022,...more
3/11/2024
/ Annual Reports ,
Attestation Requirements ,
Business Strategies ,
Climate Change ,
Compliance ,
Disclosure Requirements ,
Financial Statements ,
Greenhouse Gas Emissions ,
New Rules ,
Quarterly Report ,
Reporting Requirements ,
Risk Management ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Tax Liability
This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more
12/22/2023
/ 10b5-1 Plans ,
Annual Reports ,
Beneficial Owner ,
Clawbacks ,
Cooling-Off Rule ,
Corporate Officers ,
Cyber Incident Reporting ,
Cybersecurity ,
Directors ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Filing Deadlines ,
Foreign Private Issuers ,
Insider Trading ,
MNPI ,
Regulation S-K ,
Reporting Requirements ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholder Meetings ,
Stock Repurchases
The European Union (EU) list of non-cooperative jurisdictions for tax purposes was established in December 2017 as part of its external strategy on taxation with the aim of contributing to ongoing efforts to promote tax good...more
On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued its final rules modernizing beneficial ownership reporting under Sections 13(d) and (g) of the Securities Exchange Act of 1934 (the “Exchange...more
10/24/2023
/ Beneficial Owner ,
Compliance ,
Deadlines ,
EDGAR ,
Filing Deadlines ,
Final Rules ,
Investors ,
Passive Investments ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
In August 2023, the parliament of the Republic of the Marshall Islands, the Nitijela, adopted amendments to the Maritime Act of 1990 (the “Maritime Act”), which can be found here. Set forth below is a summary of the...more
I. SPAC and de-SPAC Background -
A special purpose acquisition company, or SPAC, is a public company with no operations, products, or assets. Unlike a traditional public company’s initial public offering (IPO), a SPAC’s...more
On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final amendments to Rules and Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) to add disclosure requirements relating...more
The outlook for the US and global shipping capital markets at the start of 2022 was optimism. The strong rate environment in the container and the dry bulk sectors that began the prior year was continuing and the fundamentals...more
The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments and updated disclosure requirements that are to be included in a reporting company’s annual report on Form 10-K or 20-F. The SEC has also proposed...more
2/7/2023
/ Clawbacks ,
Climate Change ,
Coronavirus/COVID-19 ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Financial Reporting ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
Greenhouse Gas Emissions ,
Human Capital ,
Interest Rates ,
Internal Controls ,
Nasdaq ,
Popular ,
Price Inflation ,
Proposed Amendments ,
Proposed Rules ,
Risk Factors ,
Risk Management ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Supply Chain ,
Ukraine
On October 26, 2022, the Securities and Exchange Commission (the “SEC”), implementing a requirement of the Dodd-Frank Act, adopted a final rule requiring the recovery of erroneously awarded incentive-based executive...more
11/10/2022
/ Annual Reports ,
Clawbacks ,
Compensation ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial Statements ,
Incentive Compensation ,
Investment Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
In a long-anticipated decision, on September 8, 2022, the United States Court of Appeals for the Second Circuit (the “Second Circuit”) vacated the judgment of the Southern District of New York (the “District Court”) in, In re...more