Revised deadlines for initial Schedule 13D and Schedule 13G filings:
Schedule 13D: within five business days (rather than 10 calendar days) after crossing the 5% beneficial ownership threshold or losing eligibility to file...more
10/18/2023
/ Amended Rules ,
Beneficial Owner ,
Compliance ,
Consumer Protection Act ,
Deadlines ,
Dodd-Frank ,
Institutional Investors ,
Investment Adviser ,
Passive Investments ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Security-Based Swaps
The SEC adopted new rules requiring public companies to (i) disclose material cybersecurity incidents on Form 8-K within four business days of determining that an incident is material, and (ii) periodically disclose their...more
8/8/2023
/ Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 8-K ,
Investment Company Act of 1940 ,
Popular ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC)
Issuers must disclose daily quantitative share repurchase information on a quarterly or semi-annual basis depending on the type of issuer, but not after every repurchase as had been initially proposed -
Issuers must...more
5/15/2023
/ 10b5-1 Plans ,
Disclosure Requirements ,
Federal Register ,
Final Rules ,
Foreign Private Issuers ,
Policies and Procedures ,
Regulation S-K ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Repurchases
New conditions to the availability of the affirmative defense under the Rule 10b5-1(c)(1), including a cooling-off period before trading can begin for directors, officers, and other persons (other than issuers) -
New...more
The Securities and Exchange Commission (“SEC”) on October 26, 2022, adopted final rules1 directing national securities exchanges and associations,2 to establish listing standards that require public companies to develop and...more
11/23/2022
/ Clawbacks ,
Compensation ,
Disclosure Requirements ,
Dodd-Frank ,
Final Rules ,
Incentive Compensation ,
Indemnification ,
Insurance Industry ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2022 finalized the “Pay-versus-Performance” disclosure requirements (the “Final Rules”)1 that originally were proposed on April 29, 2015 (the “Proposed...more
9/15/2022
/ CD&A ,
Compensation ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
GAAP ,
Performance Standards ,
Principle Officers ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
The Securities and Exchange Commission (SEC) on January 28, 2022, reopened the comment period with respect to its pending “pay versus performance” proposal (Proposed Rule), which would generally require public companies to...more
2/11/2022
/ CD&A ,
Comment Period ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
As expected, the U.S. Securities and Exchange Commission released two significant rule proposals for issuers on December 15, 2021—one regarding issuer share repurchases and the other regarding issuer and director and officer...more
On August 6, 2021, the U.S. Securities and Exchange Commission approved rule changes proposed by The Nasdaq Stock Market LLC related to board diversity and disclosure. The board diversity proposal, as approved by the SEC,...more
On September 23, 2020, the United States Securities & Exchange Commission announced the adoption of amendments to its shareholder proposal rule, Rule 14a-8, aimed at modernizing the requirements for submitting (and...more
On May 21, 2020, the U.S. Securities and Exchange Commission (the “SEC”) announced adoption of updates to the financial disclosure requirements of Regulation S-X and related rules applicable to the acquisition and disposition...more
6/2/2020
/ Acquisitions ,
Amended Rules ,
Asset Test ,
Business Development Companies ,
Disclosure Requirements ,
Dispositions ,
Final Rules ,
Financial Reporting ,
Income Test ,
Investment Test ,
Publicly-Traded Companies ,
Registered Investment Companies (RICs) ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
The uncertain economic environment surrounding the COVID-19 crisis has triggered a sharp decline in trading prices for the equity and debt securities of many business development companies (“BDCs”) and closed-end funds...more
5/19/2020
/ Business Development Companies ,
Closed-End Funds ,
Coronavirus/COVID-19 ,
Corporate Issuers ,
Debt Repurchasing ,
Equity Repurchasing ,
Financial Industry Regulatory Authority (FINRA) ,
Insider Trading ,
International Tax Issues ,
Main Street Lending Programs ,
Market Manipulation ,
Restrictive Covenants ,
Risk Management ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Tender Offers
The novel coronavirus (COVID-19) is interfering with the normal function of businesses around the world, including in the form of travel restrictions, quarantines, office closures and employees being encouraged (or required)...more
The U.S. Securities and Exchange Commission recently announced1 an expansion of nonpublic review of draft registration statements for initial public offerings, initial registrations of classes of securities under Section...more
The Public Company Accounting Oversight Board (PCAOB) adopted a new auditor reporting standard on June 1, 2017. If approved by the U.S. Securities and Exchange Commission (SEC), the new standard would impose additional...more
6/9/2017
/ Amended Rules ,
Audit Reports ,
Auditors ,
Audits ,
Disclosure ,
Financial Statements ,
Investors ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Transparency
The U.S. Securities and Exchange Commission, in a 2-1 vote1, proposed amendments on October 26, 2016 to the proxy rules that would require public companies to include director candidates nominated by a dissident shareholder...more
In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy...more
Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more
7/17/2015
/ Board of Directors ,
Clawbacks ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Shareholders
A divided Securities and Exchange Commission proposed rules on April 29, 2015 that would require U.S. public companies to disclose the relationship between executive compensation “actually paid” and the financial performance...more
Spurred by the Jumpstart Our Business Startups (JOBS) Act, the SEC has adopted final rules easing the way for smaller U.S. and Canadian companies to raise capital. These rules build on current Regulation A and are sometimes...more
Recent activity by shareholder governance advocates and the SEC has thrust proxy access back into the spotlight. Here we provide a brief refresher on proxy access and our thoughts on recent developments....more
On September 10, the U.S. Securities and Exchange Commission (“SEC”) announced charges against 28 officers, directors and major shareholders for violating Sections 13 and 16 of the Securities Exchange Act of 1934 (the...more
On September 18, 2013, the Securities and Exchange Commission issued proposed rules that would require public companies to disclose the median annual total compensation of all their employees and the ratio of such median to...more