News & Analysis as of

Safe Harbors Securities and Exchange Commission (SEC) Disclosure Requirements

Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on

The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

Vinson & Elkins LLP

SEC’s Final Climate-Related Disclosure Rules

Vinson & Elkins LLP on

After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more

Quarles & Brady LLP

The SEC Issues Final Climate Disclosure Rules for Public Companies, but Legal Challenges are Pending

Quarles & Brady LLP on

On March 6, 2024, the Securities and Exchange Commission (SEC) finalized its long-awaited climate disclosure rules on a party-line 3-2 vote. The new rules have been significantly watered down from the SEC’s March 21, 2022...more

Mintz - Energy & Sustainability Viewpoints

SEC Approves Sweeping New Climate Disclosure Rule: Key Takeaways

The Securities & Exchange Commission ("SEC") issued its long-awaited final rule concerning climate disclosures, entitled “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (“Climate Disclosure...more

Seward & Kissel LLP

SEC Adopts Climate-Related Disclosure Regulations

Seward & Kissel LLP on

On March 6, 2024, the Securities and Exchange Commission (SEC) adopted new rules that increase public company reporting requirements regarding climate change.  The new rules, which the SEC originally proposed in March 2022,...more

King & Spalding

SEC Adopts Final Climate Disclosure Rules

King & Spalding on

Proposed rules are moderately scaled-back in final version; Scope 1 and 2 are required if material; Scope 3 is out; compliance will still be burdensome - On March 6, 2024, by a split vote of 3-2, the U.S. Securities and...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Final Climate Rules

The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and...more

Fenwick & West LLP

SEC’s New Disclosure Rules Impact SPACs and Target Companies

Fenwick & West LLP on

Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more

Vinson & Elkins LLP

SEC Approves Final SPAC Rules

Vinson & Elkins LLP on

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March...more

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season

Seward & Kissel LLP on

This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more

Dechert LLP

SEC Adopts Share Repurchase Disclosure Rules

Dechert LLP on

Issuers must disclose daily quantitative share repurchase information on a quarterly or semi-annual basis depending on the type of issuer, but not after every repurchase as had been initially proposed - Issuers must...more

Seward & Kissel LLP

Notice: Amended Share Repurchase Disclosure Requirements 

Seward & Kissel LLP on

On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final amendments to Rules and Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) to add disclosure requirements relating...more

Dorsey & Whitney LLP

Implications of SEC Amendment to Insider Trading Safe Harbor for Canadian Issuers

Dorsey & Whitney LLP on

On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, a safe harbor from liability under the U.S. insider trading rules. The safe harbor permits directors, executive officers and others, including issuers,...more

WilmerHale

Getting Ready for Amended Rule 10b5-1 and Other New SEC Requirements Relating to Insider Trading

WilmerHale on

In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more

Holland & Knight LLP

A Closer Look at the Rule 10b5-1 Amendments Adopted by the SEC

Holland & Knight LLP on

The U.S. Securities and Exchange Commission (SEC), in a rare unanimous vote, adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements to enhance investor...more

Womble Bond Dickinson

SEC Adopts New Rule 10B-5 Insider Trading Requirements

Womble Bond Dickinson on

On December 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted new rules (i) implementing additional conditions for insiders to rely on the affirmative defense for Rule 10b5-1 trading plans (“10b5-1 plans”)...more

Dorsey & Whitney LLP

SEC Amends Insider Trading Safe Harbor and Requires New Disclosures to Address Insider Trading Risks

Dorsey & Whitney LLP on

On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, the safe harbor that allows directors, executive officers and others, including issuers, to engage in securities transactions while in possession of...more

McDermott Will & Emery

Proposed Tax and Reporting for Digital Assets

McDermott Will & Emery on

On June 7, 2022, Senators Cynthia Lummis (R-WY) and Kirsten Gillibrand (D-NY) introduced the highly anticipated Responsible Financial Innovation Act (the bill), which sets out to create the first complete regulatory and...more

Paul Hastings LLP

Commenters Respond to the SEC’s Proposed Rules on Climate-Related Disclosures

Paul Hastings LLP on

The public comment period for the Securities and Exchange Commission’s (“SEC”) proposed rules on climate-related disclosures (the “Proposal”) closed on June 17, 2022. The Proposal, which was released on March 21, 2022, would...more

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

Vinson & Elkins LLP on

On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

Vinson & Elkins LLP

SEC Proposes Sweeping Rules Applicable to SPAC IPOs and De-SPAC Transactions

Vinson & Elkins LLP on

On March 30, the commissioners of the Securities and Exchange Commission approved much-anticipated proposed rules relating to special purpose acquisition companies. Originally published in The Texas Lawbook, April 4,...more

Fox Rothschild LLP

Deep Dive: GHG Reporting Under the SEC's Proposed Climate-Related Disclosure Rule

Fox Rothschild LLP on

Following up on our previous alert that summarized the Securities and Exchange Commission’s (SEC) Proposed Rule for the “Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Proposed Rule”), we...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more

A&O Shearman

SEC Proposes New SPAC Rules

A&O Shearman on

On March 30, 2022, the SEC released highly anticipated proposed rules for transactions involving special purpose acquisition companies (SPACs). If adopted in their current form, these rules would purport to make wide-ranging...more

Morrison & Foerster LLP

SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC Transactions that Could Have a Chilling Effect on SPACs and Other...

On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more

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