On November 22, 2023, the US Securities and Exchange Commission (SEC) issued an order postponing the effective date for the new share Repurchase Rule (88 Fed. Reg. 36002 (June 1, 2023)) pending further SEC action. The SEC’s...more
On October 10, 2023, the US Securities and Exchange Commission (SEC) adopted amendments to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, which among other things, accelerate the filing deadlines for...more
At an Open Meeting on July 26, 2023, the US Securities and Exchange Commission (SEC) adopted final rules and amendments that impose new cybersecurity-related disclosure requirements for public companies subject to the...more
7/31/2023
/ Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Security ,
Disclosure Requirements ,
New Rules ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC)
On June 9, 2023, the US Securities and Exchange Commission (SEC) approved amendments to clawback policy listing standards proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) that extend the...more
On May 3, 2023, the US Securities and Exchange Commission (SEC) adopted amendments to the share repurchase disclosure rules that require the disclosure of daily share repurchase activity on a quarterly basis by domestic...more
On March 1, 2023, the US Department of Justice (DOJ) and the US Securities and Exchange Commission (SEC) charged a healthcare executive with insider trading based on material, non-public negative information known to the...more
On August 6, 2021, the US Securities and Exchange Commission (SEC) approved the listing rules proposed by The Nasdaq Stock Market LLC (Nasdaq) to advance board diversity and enhance the transparency of diversity statistics...more
At an Open Meeting on December 14, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934 (Exchange Act), which impose new limitations on...more
12/22/2022
/ 10b5-1 Plans ,
Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Filing Requirements ,
Insider Trading ,
New Amendments ,
New Rules ,
Securities and Exchange Commission (SEC)
On August 25, 2022, the US Securities and Exchange Commission (SEC) adopted final rules to implement the pay versus performance disclosure requirement mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act...more
On June 3, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 101 of Regulation S-T that eliminate the option for issuers and filing persons to file a number of forms in paper format...more
Companies under US Securities and Exchange Commission (SEC) investigation focus on marshaling the facts, defenses and related strategies during the course of the investigation and making presentations to the enforcement...more
Companies under US Securities and Exchange Commission (SEC) investigation focus on marshaling the facts, defenses and related strategies during the course of the investigation and making presentations to the enforcement...more
Earlier this week, the US Securities and Exchange Commission (SEC) proposed amendments to Exchange Act Rule 10b5-1 that would impose new restrictions and disclosure requirements for (1) trading plans that afford executives...more
The interest in special purpose acquisition companies (SPACs), also known as blank check companies, skyrocketed in 2020 with 250+ SPAC filings. This year has already outpaced last year with 350+ SPAC filings and nearly 450...more
Last week, the US Securities and Exchange Commission’s (SEC) Investor Advisory Committee (IAC) issued recommendations that the SEC impose new restrictions and disclosure requirements for trading plans that afford executives...more
On June 23, 2021, US Securities and Exchange Commission (SEC) Chairman Gary Gensler announced that, to foster market “transparency,” he has requested the SEC staff propose changes to the 50-year-old Section 13(d) beneficial...more
At a June 7, 2021, conference, Securities and Exchange Commission (SEC) Chairman Gary Gensler shared plans to “freshen up” Exchange Act Rule 10b5-1. He directed SEC staff to consider and recommend certain restrictions on the...more
On November 2, 2020, the Securities and Exchange Commission (SEC) voted to amend the framework for exempt offerings under the Securities Act of 1933, as amended (Securities Act). The amendments generally establish a new...more
On August 26, 2020, the US Securities and Exchange Commission (the SEC or “Commission”) adopted amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and make...more
8/28/2020
/ Accredited Investors ,
Exempt Reporting Advisers (ERAs) ,
Family Offices ,
Federal Register ,
Investment Adviser ,
Knowledgeable Employee ,
Limited Liability Company (LLC) ,
Natural Person Requirement ,
Private Funds ,
Rural Business Investment Companies (RBICs) ,
SBIC ,
Securities and Exchange Commission (SEC) ,
Sole Proprietorship
On June 23, 2020, the Division of Corporation Finance (CF) and the Office of the Chief Accountant of the US Securities and Exchange Commission (SEC) released guidance that provides additional views on disclosure related to...more
Institutional Shareholder Services and Glass, Lewis & Co. released revised proxy voting guidelines in light of the Coronavirus (COVID-19) pandemic. This On the Subject details key implications for the 2020 proxy season...more
The Coronavirus (COVID-19) pandemic and the responses of governments and societies to the crisis are having a profound impact on public companies and capital markets worldwide. Such companies, including those in the United...more
3/29/2020
/ Annual Meeting ,
Board Meetings ,
Board of Directors ,
Capital Markets ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
European Central Bank ,
Filing Deadlines ,
Form 10-K ,
Form 8-K ,
France ,
Germany ,
Poison Pill ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-T ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Time Extensions ,
United States ,
Virtual Meetings
In the third quarter of 2019, the SEC Staff announced major changes to the standard no-action request review and response process relating to shareholder proposals. In addition, the SEC expanded the availability of...more
10/18/2019
/ Accredited Investors ,
Benchmarks ,
Capital Markets ,
Emerging Growth Companies ,
Enforcement Actions ,
Inter-Bank Offered Rates (IBORs) ,
Investment Adviser ,
Market Participants ,
New Guidance ,
New Rules ,
No-Action Requests ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation D ,
Regulation FD ,
Rule 144A ,
Rule 14a-8 ,
Rule 501 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On August 20, 2019, the US Securities and Exchange Commission (SEC) charged TherapeuticsMD Inc., a Boca Raton, Florida, headquartered life sciences company, with violations of Regulation FD for sharing material, non-public...more
9/4/2019
/ Food and Drug Administration (FDA) ,
Life Sciences ,
Material Nonpublic Information ,
Policies and Procedures ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Settlement ,
Stock Prices
During the previous quarter, the SEC proposed new rulemaking to reduce the number of smaller companies that become subject to enhanced reporting requirements through “accelerated filer” and “large accelerated filer” status....more
7/16/2019
/ Accelerated Filers ,
Amended Rules ,
Blockchain ,
Capital Markets ,
Confidential Information ,
Cryptocurrency ,
Disclosure Requirements ,
FOIA ,
Food Marketing Institute v Argus Leader Media ,
Howey ,
ICFR ,
Investment Contract ,
Nasdaq ,
No-Action Letters ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Substantial-Competitive-Harm Test ,
Threshold Requirements