On October 13, 2023, the SEC adopted Rule 13f-2 and related Form SHO pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). Rule 13f-2 seeks to address Congress’ directive under Section 929X of the Dodd-Frank...more
On September 9, 2024, the U.S. Securities and Exchange Commission (SEC) announced that it settled charges against seven public companies for alleged violations of Securities Exchange Act Rule 21F-17. According to the SEC,...more
On September 9, 2024, the Securities and Exchange Commission (SEC) announced settled charges against seven public companies for violations of certain whistleblower protections provided by Rule 21F-17 under the Securities...more
On September 9, 2024, the Securities and Exchange Commission (“SEC”) announced it settled enforcement actions against seven public companies for alleged violations of its whistleblower protection rule in their...more
The United States Supreme Court struck another major blow to the Securities Exchange Commission’s enforcement arsenal, finding that its oft-used practice of imposing monetary penalties in its in-house administrative...more
The U.S. Securities and Exchange Commission’s (SEC) Whistleblower Program was created in Section 922 of the Dodd-Frank Act of 2010, which amended the Securities Exchange Act to include a whistleblower provision. It has since...more
Our Finance Group summarizes the Securities and Exchange Commission’s finalized Rule 192 that prohibits conflicts of interest among participants in asset-backed securitizations. - The Dodd–Frank Act prohibits conflicts...more
Following the financial crisis of 2007-2009 and congressional investigations into the securitization market, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 prohibited securitization participants from...more
The Securities and Exchange Commission (SEC) recently settled charges against J.P. Morgan Securities LLC (JPMS) for impeding hundreds of advisory clients and brokerage customers from reporting potential securities law...more
On October 13, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules requiring the reporting and disclosure of short sale trade data information. New Rule 13f-2 implements new obligations on...more
Revised deadlines for initial Schedule 13D and Schedule 13G filings: Schedule 13D: within five business days (rather than 10 calendar days) after crossing the 5% beneficial ownership threshold or losing eligibility to file...more
We have often written about the SEC’s whistleblower program and, in particular, the success of the program with respect to detecting and preventing violations of the federal securities laws. The success of the program...more
Rule 21F-17 of the Securities Exchange Act of 1934 (“Rule 21F-17”), adopted under Dodd-Frank, prohibits employers from “tak[ing] any action to impede an individual from communication directly with [SEC staff] about a possible...more
The SEC has proposed new rules designed to regulate potential conflicts of interest associated with broker-dealers’ and investment advisers’ use of certain AI-related technologies in their interactions with investors. The...more
On November 28, 2022, the Securities and Exchange Commission (the SEC) published final clawback rules (the Final Rules) in response to the long-standing requirement under Section 954 of the Dodd-Frank Wall Street Reform and...more
On October 26, 2022, the Securities and Exchange Commission (the “SEC”), implementing a requirement of the Dodd-Frank Act, adopted a final rule requiring the recovery of erroneously awarded incentive-based executive...more
On October 26, 2022, the Securities and Exchange Commission adopted the clawback rules required by Section 10D of the Securities Exchange Act of 1934, which was added over a dozen years ago by the Dodd-Frank Act. Stock...more
The SEC’s final rule on Pay Versus Performance becomes effective on October 8, 2022, and will require new executive compensation disclosures for the upcoming proxy season (for annual proxy statements that include executive...more
On May 18, 2022, the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) dealt a major blow to the U.S. Securities and Exchange Commission’s (“SEC”) enforcement program. In Jarkesy v. SEC, the Fifth...more
"Record breaking" is how the U.S. Securities and Exchange Commission (SEC) described its whistleblower program results in FY 2021, and it's not hard to see why. The agency continued to receive tips from all corners of the...more
Amendments to Regulation S-K Items 300. In 2020, the Securities and Exchange Commission (“SEC”) adopted amendments to Items 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), and Item 303...more
On December 16, 2020, the SEC passed a new rule which will require publicly traded companies operating in the oil and gas industries to disclose payments that they make to foreign governments. The SEC voted to adopt rules...more