In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more
3/31/2025
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Acquisitions ,
CDIs ,
Corporate Sales Transactions ,
Disclosure Requirements ,
Investment ,
Lock-Up Agreement ,
Mergers ,
No-Action Letters ,
Registration Requirement ,
Regulatory Requirements ,
Rule 506(c) ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Public companies planning to grant stock options, SARs or similar option-like instruments to executive officers in 2024 should consider whether to avoid the windows in which a new disclosure requirement under SEC rules...more
INTRODUCTION -
For many years, oil and gas companies, or O&Gs, and their lawyers have been living with the environmental, social, and governance, or ESG, movement and its ever-increasing demands on the industry....more
Public Companies are Exempt, But . . .
Public companies have an exemption from the filing requirements under the new Corporate Transparency Act (CTA) reporting rules. The public company exemption applies to companies that...more
The new SEC cybersecurity rules (Release No. 33-11216), codify and build on earlier SEC guidance on cybersecurity risks and incidents and require specific cybersecurity-related disclosures....more
We are updating our March 6, 2023 QuickStudy that discussed the new statutory exemption under section 15(b)(13) of the Securities Exchange Act of 1934 from broker registration that allows unregistered M&A advisers to provide...more
On May 3, 2023, the SEC adopted final rules relating to corporate stock buybacks. The new rules have some significant differences from those the SEC proposed in December 2021. While the new rules do require significantly...more
On April 24, 2023, the SEC extended, for a short time, the deadline for the effectiveness of stock exchange listing requirements under the Dodd Frank Act that will require listed companies to adopt clawback policies for...more
The public comment period for the new NYSE and Nasdaq listing standards requiring public companies to have expanded clawback policies ended on April 3, 2023. The new standards will require listed companies to have clawback...more
The SEC announced on February 3, 2023 a settled enforcement action against Activision Blizzard, Inc., finding that it failed to have adequate controls for reporting widespread workplace misconduct to management and used...more
On December 14, 2022, the SEC unanimously adopted cooling-off periods and other changes to how plans adopted under Rule 10b5-1 (“10b5-1 Plans”) will work going forward. Executive officers and directors of public companies...more
On December 9th, the UK Government, as part of the Edinburgh Reforms, announced a number of reforms to the UK capital markets landscape. Many of the changes reflect existing post-Brexit governmental findings, following...more
The Delaware General Corporation Law (§ 102(b)(7)) has been amended, effective August 1, 2022, to permit exculpation of corporate officers, but in a more limited way than the exculpation of directors that has long been...more
The NAIC adopted at its April 7 meeting the recommendations of its Climate Risk & Resiliency Task Force to revise its Climate Risk Disclosure Survey. As we described in our Locke Lord QuickStudy: Insurers Hit with Two...more
Like two kids that show up to school wearing the same outfit, the SEC and the NAIC both proposed significant new climate reporting requirements on March 21, 2022. The SEC’s new rule would, if adopted, require most public...more
Earlier this week, the SEC announced proposed rules (Release No. 33-11042) for new, climate-related disclosures. The proposals dramatically expand the requirements of the SEC’s 2010 guidance on climate-related disclosures. ...more
The SEC has proposed rules (Release No. 33-11038) that would require new cybersecurity disclosures. If adopted the rules would codify and build upon the Commission guidance on cybersecurity risks and incidents....more
Last week, the SEC proposed new rules that would shorten the time periods for filing a Schedule 13D or 13G after acquisition of beneficial ownership of 5% or more of the voting stock of a public company from 10 days to 5...more
In an important decision, the Delaware Court of Chancery, in In re Multiplan Corp. Stockholders Litigation, 2022 WL 24060 (Del. Ch. Jan. 3, 2022), in denying the defendants’ motion to dismiss, addressed claims against the...more
Special Purpose Acquisition Companies or “SPACs” have emerged as a significant part of the financial and transactional markets. A SPAC is a company with no commercial operations, formed strictly for the purpose of publicly...more
Derivative actions play an important role in policing corporate insider conduct and compliance by directors and controlling stockholders with their fiduciary duties. A derivative action enables a stockholder, upon...more
On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s proposed rule regarding diversity of boards of directors. The approved rule requires that most companies listed on Nasdaq (i) “[p]ublicly...more
On July 29, 2021, both the SEC and the U.S. Attorney for the Southern District of New York announced charges against Trevor Milton, the founder, former CEO and former executive chairman of Nikola Corporation, a company...more
In a settled enforcement action against Under Armour Inc. announced on May 3, 2021 the SEC reminded companies that managing earnings, even if accounted for correctly, can have MD&A implications triggering disclosure...more
The amount of capital that companies can raise in a Regulation A (also known as a “Reg A+”) offering increased to $75 million annually, effective as of March 15, 2021. With the new offering limit, Tier 2 Reg A+ offerings,...more