The U.S. Securities and Exchange Commission (SEC) recently adopted new rules and rule amendments under the Investment Advisers Act of 1940, as amended (the Advisers Act) that will increase the regulation of private fund...more
9/1/2023
/ Audits ,
Books & Records ,
Conflicts of Interest ,
Final Rules ,
Governance Standards ,
Investment Advisers Act of 1940 ,
Private Funds ,
Quarterly Report ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
Transparency
The Securities and Exchange Commission yesterday adopted new rules requiring registrants to disclose on Form 8-K any cybersecurity incident which they determine to be material. The new Item 1.05 requires description of the...more
In April, I wrote about a lawsuit challenging a proposal by TripAdvisor, Inc. to redomesticate from Delaware to Nevada. TripAdvisor's stockholders were given the opportunity to vote on the proposal last week. On Monday,...more
Yesterday, the California Department of Financial Protection & Innovation announced that it had issued a desist and refrain order against Coinbase, Inc. The order alleges that Coinbase's staking rewards program involved the...more
I have been writing about a bill, SB 261, that would would require businesses to prepare and submit climate-related financial risk reports. On May 30, 2023, the bill passed out of the Senate on a 27-8 vote....more
The Securities and Exchange Commission yesterday adopted amendments to its rules governing share repurchase disclosures. The SEC first proposed changes to its rules in December 2021. The SEC twice reopened the comment...more
California Assemblymember Brian Maienschein has introduced a bill, AB 853, that seemingly would impose a notification burden on just about anyone anywhere...more
A new paper ostensibly connects the dots between failing to file a Form D, as required by Regulation D, and "patent trolls". A "patent troll" is a company, typically that does not produce any product or provide any service,...more
In several recent posts, I have discussed Covington & Burling LLPs opposition to an SEC subpoena demanding that the law firm "name names". Now more than 80 law firms from across the country have filed an amicus brief...more
As previously reported in this blog, the United States Securities and Exchange Commission is attempting to force the international law firm of Covington & Burling, LLP to identify hundreds of its publicly traded clients. ...more
Those who made it to page 1,080 of H.R. 2617 (the "Consolidated Appropriations Act") will know that Congress has amended Section 15(b) of the Securities and Exchange Act of 1934 to exempt "M&A Brokers" from the requirement to...more
Professor Alexander I. Platt at the University of Kansas School of Law has just released a draft of a forthcoming paper that takes the Securities and Exchange Commission to task for the lack of transparency in its...more
Yesterday, I wrote about the Securities and Exchange Commission's attempt to force the prominent law firm of Covington & Burling LLP. In some discussions about the case, some have assumed that the concern is about...more
Earlier this week, the United States Securities and Exchange Commission filed a complaint against one of the country's leading law firms - Covington & Burling LLP. According to the complaint, "threat actors" associated with...more
Gertrude Stein is famously quoted as having written, "There is no there there". Although Ms. Stein intended a different meaning to the expression, the same statement might be used to describe a "decentralized autonomous...more
Recently, Securities and Exchange Commission Commissioner Mark Uyeda recently expressed concern about the the Commission's belief system with respect to its proposed Regulation Best Execution...more
Earlier this week, the Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 which provides affirmative defenses to trading on the basis of material nonpublic...more
On St. Lucia's Day (December 13), the staff of the Securities and Exchange Commission published updates to its compliance and disclosure interpretations (CD&Is) with respect to non-GAAP financial measures. The following new...more
Last week, the North American Securities Administrators Association sent a letter to U.S. Senate and House committee leaders expressing concern that the appropriations process will "may be used to advance provisions in the...more
In recent remarks to the 2022 Cato Summit on Financial Regulation, Securities and Exchange Commissioner Mark Uyeda noted the uncertainty of both costs and benefits of ESG investing. With respect to costs, Commissioner Uyeda...more
Rule 506(c) under the Securities Act of 1933 allows an issuer to solicit and generally advertise an offering exempt pursuant to Regulation D if...more
The Securities and Exchange Commission new "clawback" rules were approved on a divided vote. The two Republican members of the Commission, Hester M. Peirce and Mark T. Uyeda voted against adoption. Tomorrow's election will...more
Today's post continues the discussion of the SEC's recent adoption of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery...more
This week's posts have been discussing the recent adoption by the Securities and Exchange Commission of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement...more
The Securities and Exchange Commission's last week adopted rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery of...more