The Director of the Division of Corporation Finance of the SEC issued a statement last week relating to the recent SEC cybersecurity disclosure rules that require public companies to disclose the occurrence of material...more
5/28/2024
/ Banking Sector ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Investors ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Voluntary Disclosure
On March 6, 2024, almost two years after its originally proposed rules, the Securities and Exchange Commission (SEC) adopted final rules relating to the enhancement and standardization of climate-related disclosures. While...more
The 2024 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 21st Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
The Securities and Exchange Commission (SEC) announced today that it has issued an order postponing the effective date of its Share Repurchase Disclosure Modernization rule and, as a result, the rule is stayed pending further...more
On October 10, 2023, the SEC adopted amendments to the rules governing the reporting of beneficial ownership of securities under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The amendments accelerate the...more
On July 26, 2023, the SEC adopted final rules that require public companies to promptly disclose material cybersecurity incidents on Form 8-K and detailed information regarding their cybersecurity risk management and...more
On May 3, 2023, the SEC adopted new disclosure requirements for stock buybacks, including disclosure of daily share repurchase activity on a quarterly basis. These quarterly reports of daily share repurchase activity will be...more
The SEC’s Division of Enforcement has increasingly put the spotlight on disclosure controls— the processes that public companies use to collect information for disclosures in their public filings. The agency recently charged...more
On February 15, 2023, the SEC adopted several changes to shorten the standard settlement cycle for securities transactions to T+1 effective May 28, 2024...more
The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
1/26/2023
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Proxy Season ,
Proxy Statements ,
Proxy Voting ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Shareholder Proposals ,
Shareholders
Foreign private issuers (“FPIs”) with a calendar year end must file their annual report on Form 20-F with the U.S. Securities and Exchange Commission (the “SEC”) no later than May 1, 2023....more
On December 14, 2022, the SEC adopted amendments that significantly change the requirements for Rule 10b5-1 plans, including by imposing a 90 to 120 day cooling-off period for plans adopted by directors and officers, and...more
On December 2, 2022, the SEC, acting through its Division of Trading and Markets, approved changes that Nasdaq had proposed to its regime for primary direct listings (which Nasdaq refers to as direct listings with a capital...more
In light of continued negative macroeconomic trends—including but not limited to meaningfully higher global inflation, tightening monetary policy by central banks, volatile energy prices, slowing consumption, continued supply...more
On March 30, 2022, the SEC released highly anticipated proposed rules for transactions involving special purpose acquisition companies (SPACs). If adopted in their current form, these rules would purport to make wide-ranging...more
After much anticipation, on March 21, 2022, the Securities and Exchange Commission (SEC) released its new proposed climate-related disclosure framework, a sweeping overhaul of the current, materiality-based climate change...more
On March 9, 2022, the Securities and Exchange Commission (SEC) proposed rules that would require disclosure of the occurrence of, and developments related to, material cybersecurity incidents. The proposed rules would also...more
On April 8, 2020, the Securities and Exchange Commission (SEC), adopted amendments that would allow business development companies (BDCs) and registered closed-end funds (CEFs), to use the securities offering rules that are...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Securities and Exchange Commission (“SEC”) issued...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Division of Corporation Finance of the U.S....more
As the markets continue to react to the COVID-19 pandemic, the trading prices of many corporate loans and bonds have fallen dramatically. As a result, many companies (or their private equity sponsors) are looking at...more
COVID-19: DISCLOSURE AND CAPITAL MARKETS CONSIDERATIONS FOR US LISTED PUBLIC COMPANIES -
The outbreak and continuing spread of the novel coronavirus (“COVID-19”) and the related disruption to the worldwide economy are...more
Amendments eliminate audited three-year guarantor financial statement footnote and separate financial statements of subsidiaries whose shares are pledged; replaced with unaudited combined summarized financial information for...more
3/10/2020
/ Amended Regulation ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
In a December 18, 2019 release, the U.S. Securities and Exchange Commission proposed to amend the definition of “accredited investor” in Rule 501 of Regulation D and the definition of “qualified institutional buyer” in Rule...more
1/9/2020
/ Accredited Investors ,
Financial Regulatory Reform ,
Investment Advisers Act of 1940 ,
Proposed Amendments ,
Qualified Institutional Buyers ,
Registered Investment Advisors ,
Regulation D ,
Rule 144A ,
Rule 501 ,
Rule 506 ,
Rulemaking Process ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
It is now time for foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by April...more
1/2/2020
/ Annual Reports ,
Anti-Money Laundering ,
Audit Reports ,
Disclosure Requirements ,
EBITDA ,
European Commission ,
Foreign Private Issuers ,
Form 20-F ,
Helms-Burton Act ,
IFRS ,
Libor ,
Non-GAAP Financial Measures ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
UK Brexit ,
XBRL Filing Requirements