As discussed in our prior publication (found here), the Securities and Exchange Commission (SEC) adopted amendments on December 14, 2022, regarding Rule 10b5-1 insider trading plans and related disclosures. On May 25, 2023,...more
On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to Securities Exchange Act Rule 14a-8, which requires a public company to include shareholder proposals in the company’s own proxy...more
11/18/2019
/ Anti-Fraud Provisions ,
Comment Period ,
Investment Adviser ,
No-Action Requests ,
Proposed Amendments ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Public Comment ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals
Recently, the Securities and Exchange Commission (SEC) adopted amendments (the Amendments) to modernize and simplify disclosure requirements in Regulation S-K (and related rules and forms). Consistent with the SEC’s mandate...more
4/5/2019
/ Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-Q ,
GAAP ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements
As public companies prepare to file their annual reports on Form 10-K for the year ended December 31, 2018, they should consider whether they qualify for smaller reporting company (“SRC”) status under the recently amended...more
2/22/2019
/ Accelerated Filers ,
C&DIs ,
Disclosure Requirements ,
Filing Requirements ,
Financial Reporting ,
Form 10-K ,
Proxy Statements ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Smaller Reporting Companies ,
Threshold Requirements
On October 17, 2017, the Staff of the Securities and Exchange Commission (SEC) issued new Non-GAAP Financial Measures Compliance and Disclosure Interpretations (C&DI) that clarify when financial forecasts used in connection...more
10/25/2017
/ C&DIs ,
Disclosure Requirements ,
Financial Adviser ,
Financial Reporting ,
New Guidance ,
Non-GAAP Financial Measures ,
Proxy Statements ,
Regulation G ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Last week, the Staff of the Securities and Exchange Commission (SEC) announced that, beginning on July 10, 2017, the SEC will accept voluntary draft registration submissions from all issuers for nonpublic review. This...more
7/8/2017
/ Confidential Information ,
Corporate Issuers ,
Draft Documents ,
EDGAR ,
Emerging Growth Companies ,
Expedited Actions Process ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Private Issuers ,
Initial Public Offering (IPO) ,
JOBS Act ,
Registration Statement ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On Wednesday, April 12, 2017, a final rule became effective that added two new “check box” items to the covers of Securities Act and Exchange Act forms relating to an issuer’s status as an emerging growth company (EGC)...more
On March 22, 2017, the Securities and Exchange Commission (SEC) adopted an amendment to Rule 15c6-1(a) under the Securities Exchange Act of 1934 (“Exchange Act”) to shorten the standard settlement cycle for most broker-dealer...more
3/27/2017
/ Amended Rules ,
Broker-Dealer ,
CCPs ,
Central Counterparties ,
International Harmonization ,
Risk Controls ,
Risk Mitigation ,
Rule 15c6-1(a) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Transactions
On March 1, 2017, the Securities and Exchange Commission (SEC) published for comment proposed amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (Exchange Act) that would expand the list of events triggering...more
3/22/2017
/ Collateralized Debt Obligations ,
Default ,
Disclosure Requirements ,
EMMA ,
Form 8-K ,
MSRB ,
Municipal Securities Issuers ,
Municipal Securities Market ,
Municipalities ,
Proposed Amendments ,
Public Comment ,
Rule 15c2-12 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud
On December 8, 2016, the Staff of the Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs) to provide guidance regarding the definition of foreign private issuers (FPIs) under...more