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SEC Adopts Final Rules Amending and Modernizing Beneficial Ownership Reporting Requirements

On October 10, the Securities and Exchange Commission (SEC) adopted, by a bipartisan 4-1 margin, the final rules to amend and modernize the regulations governing beneficial ownership reporting under Sections 13D and 13G of...more

SEC Adopts Final Cybersecurity Rules — Requires Companies to Focus on their Security and Disclosure Plans

On July 26, the Securities and Exchange Commission (SEC) adopted, by a 3-2 margin, a final rule to require more immediate disclosure of material cybersecurity incidents by public companies. In addition, the final rule...more

SEC Adopts Final Clawback Rules

Summary - On October 26, the Securities and Exchange Commission (SEC) adopted final rules to implement Section 10D of the Securities Exchange Act of 1934, as added by Section 954 of the Dodd-Frank Wall Street Reform and...more

SEC Adopts Final Pay-Versus-Performance Disclosure Rules

Introduction - On August 25, the U.S. Securities and Exchange Commission (SEC) adopted (with the two Republican SEC commissioners dissenting) final pay-versus-performance rules mandated by the Dodd-Frank Wall Street Reform...more

SEC Proposes Amendments to Certain Bases to Exclude Shareholder Proposals Under Rule 14a-8

On July 13, the Securities and Exchange Commission (SEC) released a proposed rule that would amend 17 CFR 240.14a-8 (Rule 14a-8) to revise three of the bases for excluding shareholder proposals from a company’s proxy...more

SEC Proposes New Rules to Enhance and Standardize Climate-Related Disclosures

On March 21, the SEC proposed a highly anticipated set of rules that would require public companies to include a suite of climate-related disclosures in their SEC filings. Although the SEC published guidance in 2010...more

SEC Proposes Rule Changes Shortening the Securities Settlement Cycle to T+1 By March 31, 2024

On February 9, the Securities and Exchange Commission (SEC) proposed rule amendments to shorten the standard securities settlement cycle for most broker-dealer transactions to one business day after the trade date (commonly...more

SEC Proposes Rule Amendments for Beneficial Ownership Reporting

On February 10, the Securities and Exchange Commission (SEC) proposed rule amendments to modernize beneficial ownership reporting under Sections 13(d) and 13(g) of the Exchange Act. Under the current rules, beneficial owners...more

SEC Proposes Rule Amendments Relating to Rule 10b5-1 and Insider Trading

On December 15, the Securities and Exchange Commission (SEC) proposed rule amendments regarding the availability of the Rule 10b5-1(c)(1) affirmative defense to insider trading liability and enhanced disclosure requirements....more

SEC Eliminates "Competitive Harm" Requirement for Confidential Treatment of Material Contracts and Agreements

On November 2, the Securities and Exchange Commission (SEC) adopted amendments to simplify and harmonize certain aspects of the exempt offering framework. These amendments included changes to Item 601 of Regulation S-K to...more

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