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US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules...more

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial...more

SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures (UPDATED)

(Updated) On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two...more

SEC Issues Proxy-Related C&DI’s

On November 17, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued  one revised and five new proxy-related compliance and disclosure interpretations (“C&DIs”). These C&DI’s are summarized below,...more

SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the...more

SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures

On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance...more

SEC Plans for Government Shutdown

Federal law (the “Antideficiency Act”) restricts the conduct of business by agencies during a lapse of Congressional appropriations, looming this weekend, and federal regulations (OMB Circular A-11) require agencies to have...more

SEC Posts C&DIs on Foreign Private Issuer Form F-SR Buyback Reporting

On August 30, 2023, the staff of the U.S. Securities and Exchange Commission posted three compliance and disclosure interpretations (“C&DIs”) providing guidance on Form F-SR.  Form F-SR is  the new form for a foreign private...more

SEC Posts Rule 10b5-1 Related C&DI’s

On August 25, 2023, the staff of the U.S. Securities and Exchange Commission posted five new compliance and disclosure interpretations (“C&DI’s”). Three of the new C&DIs related to the recent amendments to Rule 10b5-1 and two...more

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy...more

SEC Adopts Final Rules on Public Company Cybersecurity Disclosures of Incidents and Processes

Background and Summary - Table On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued a release (the “Adopting Release”), adopting final rules (the “Final Rules”) aimed at standardizing and...more

NYSE and NASDAQ Propose October 2, 2023 Effective Date to Clawback Listing Standards

On June 5, 2023, the New York Stock Exchange (“NYSE”) filed an amendment to its proposed Dodd-Frank clawback listing policy providing for an effective date of October 2, 2023. Similarly, on June 6, 2023, Nasdaq filed an...more

SEC Releases C&DIs on Compliance with New Insider Trading Disclosures

On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding...more

SEC Adopts New Share Repurchase Disclosure Rules

Executive Summary - On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”)1 to its existing rules (the “Existing Rules”) regarding disclosures...more

SEC Disclosure Considerations Following Bank Sector Disruptions

Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S....more

NYSE and Nasdaq Propose Clawback Listing Standards

The US Securities and Exchange Commission (SEC) adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not...more

SEC Extends EDGAR Filing Hours for Form 144

The US Securities and Exchange Commission (SEC) requires that Form 144 filings be made electronically via EDGAR, commencing April 13, 2023.  Currently Form 144 may either be mailed to the SEC or submitted electronically via...more

SEC Adopts Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability & Related Disclosures

On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure...more

2023 SEC Filing Deadlines and Financial Statement Staleness Dates

In our latest Legal Update, we summarize the US Securities and Exchange Commission’s 2023 calendar year filing deadlines and financial statement staleness dates. ,...more

SEC Votes to Adopt Amendments to Rule 10b5-1 and Related Disclosure Amendments

At today’s open meeting, the Securities and Exchange Commission voted to approve amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The SEC had proposed extensive amendments in January 2022,...more

SEC Reopens Share Repurchase Disclosure Modernization Comment Period

On December 7, 2022, the US Securities and Exchange Commission (SEC) issued a release (New Reopening Release), reopening the comment period on the share repurchase disclosure modernization rule changes that it proposed on...more

SEC Adopts Pay Versus Performance Disclosure Rule

On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act) mandate that...more

SEC Votes on Changes to Shareholder Proposal and Proxy Solicitation Rules

Shareholder Proposal - Rule On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of...more

Market Trends 2021: COVID-19 from a Securities Law Perspective

This practice note discusses market trends in capital markets and securities related considerations during the COVID-19 pandemic, which began in late 2019 and has continued for more than two years. It describes how the U.S....more

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