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Corporate Governance Filing Requirements Securities and Exchange Commission (SEC)

Perkins Coie

Updating Your Description of Securities Exhibit

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As summer turns into fall and in-house lawyers start thinking ahead to the upcoming 10-K filing season, we’re often asked to review and update the description of securities exhibit(s) required to be filed with Form 10-K by...more

BCLP

SEC Staff Publishes New Guidance for Handling Cybersecurity Incidents

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On June 24, 2024, the SEC’s Division of Corporation Finance published five additional interpretations (CDIs) addressing the effect of ransomware payments on the obligation of companies to report material cybersecurity...more

Latham & Watkins LLP

Desktop Reference for Foreign Private Issuers With FYE 31 - March 2024

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This Latham resource allows FPIs with a 31 March fiscal year-end to stay abreast of key SEC filing dates and financial staleness deadlines....more

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Annual Meeting Filing and Disclosure Requirements

When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below: - SEC Proxy Filing Requirements - Proxy Statement Disclosures...more

Latham & Watkins LLP

2024 Desktop Reference for Foreign Private Issuers

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A new Latham resource allows foreign private issuers with a December 31 fiscal year end to stay on top of key SEC filing dates and financial staleness deadlines....more

Skadden, Arps, Slate, Meagher & Flom LLP

Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission...more

Latham & Watkins LLP

Desktop Reference: Form 8-K Filing Events

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Latham & Watkins has created the Form 8-K Desktop Reference Guide for 2024....more

Jenner & Block

Client Alert: SEC Amends Schedules 13D and 13G Beneficial Ownership Reporting Rules and Filing Requirements

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On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rule amendments (the “Final Rules”) that implement various changes to the reporting and filing requirements under Regulation 13D-G...more

Sullivan & Worcester

SEC Amends Deadlines and Other Rules for Reporting Beneficial Ownership on Schedules 13D and 13G

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The Securities and Exchange Commission has amended the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). Sections 13(d) and 13(g) of the...more

Fenwick & West LLP

California’s Proposed Bills Require Companies to Report on Climate Emissions and Risks

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While all eyes are on proposed federal and European climate disclosure rules, the California legislature passed two climate-related bills that overlap somewhat with the Securities and Exchange Commission (SEC)’s proposed...more

Eversheds Sutherland (US) LLP

SEC adopts rules to expand, modernize share repurchase disclosure

On May 3, 2023, the US Securities and Exchange Commission (the SEC) released final rules requiring enhanced disclosure relating to issuers' repurchases of their securities and executives’ trading thereof (the Repurchase...more

McDermott Will & Emery

SEC Requires New Disclosures in Periodic Reports on Share Repurchases

On May 3, 2023, the US Securities and Exchange Commission (SEC) adopted amendments to the share repurchase disclosure rules that require the disclosure of daily share repurchase activity on a quarterly basis by domestic...more

Skadden, Arps, Slate, Meagher & Flom LLP

2023 Annual Meeting Filing and Disclosure Requirements

SEC Proxy Filing Requirements - File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more

Mayer Brown Free Writings + Perspectives

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

Latham & Watkins LLP

Desktop Reference: 8-K Filing Events 2023

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Latham & Watkins has created the Form 8-K Desktop Reference Guide for 2023. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets - 2023 SEC Filing Deadlines and Financial Statement Staleness Deadlines

To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more

McDermott Will & Emery

SEC Imposes New Restrictions on Availability of Rule 10b5-1 Defense to Insider Trading

McDermott Will & Emery on

At an Open Meeting on December 14, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934 (Exchange Act), which impose new limitations on...more

BakerHostetler

Preparing for the 2023 Proxy and Annual Reporting Season: Key Issues and Considerations

BakerHostetler on

Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Rescinds Certain 2020 Amendments to Rules Governing Proxy Advisors

On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, adopted amendments to the rules governing proxy voting advice businesses (proxy advisors), rescinding two components of the proxy rules...more

Mayer Brown Free Writings + Perspectives

What’s the Deal? – Form 8-K

What’s the Deal? Form 8-K is a report public companies must file with the SEC to announce major corporate events on a current basis. All U.S. “reporting” companies are responsible for filing Forms 8-K to disclose recent...more

BCLP

Commenters battle over SEC 13D proposal; strong pushback from market participants

BCLP on

Following the April 11 expiration of the comment period for the SEC’s dramatic proposal to amend the 13D/13G rules, we reviewed submissions to the SEC from some of the notable commenters. While a number of corporations and...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Changes to Beneficial Ownership Reporting

On February 10, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3-1 to approve proposed changes to public company beneficial ownership reporting requirements. The SEC has long considered such changes to the...more

Stinson - Corporate & Securities Law Blog

SEC Proposes to Amend Filing Deadlines for Schedule 13D and 13G

The SEC has proposed comprehensive changes to Regulation 13D-G and Regulation S-T to modernize the beneficial ownership reporting requirements and improve their operation and efficacy....more

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