In a stinging rebuke of its attempted cybersecurity-related enforcement against a public company, a federal judge recently dismissed most of the charges that the U.S. Securities and Exchange Commission (SEC) had filed against...more
On February 6, 2024, the SEC adopted new rules under the Securities Exchange Act of 1934 (Exchange Act), to expand the scope of “dealers” and “government securities dealers” required to register under the Exchange Act, become...more
Starting May 28, 2024, the settlement cycle for most transactions in U.S. securities will shorten from T+2 to T+1 as a result of rule amendments adopted by the Securities and Exchange Commission (SEC).1 The SEC also adopted a...more
The Securities and Exchange Commission (the "SEC" or "Commission") has adopted new rules that further define the phrase "part of a regular business" for purposes of determining whether a person is a "dealer" or "government...more
On February 5, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules – SEC Rules 3a5-4 and 3a44-2 (collectively, the “Final Rules”) – to further define the phrase “as part of a regular business” used in...more
Section 3(a)(5) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) defines a “dealer” as “any person engaged in the business of buying and selling securities […] for such person’s own account...more
Earlier today, the Securities and Exchange Commission in a 3‑2 vote adopted new Rules 3a5‑4 and 3a44‑2 (together, the Dealer Rules) under the Securities Exchange Act of 1934, as amended (the Exchange Act), that will define...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2024 annual reporting season, divided into two sections: Form 20-F Housekeeping...more
On December 18, 2023, the US Securities and Exchange Commission’s (SEC) new rules enhancing and standardizing disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by companies who...more
The SEC shortened Schedule 13D and Schedule 13G beneficial ownership reporting deadlines and amended disclosure requirements. The SEC modified and accelerated the initial filing and amendment deadlines, as well as...more
The Securities and Exchange Commission on October 13, 2023, adopted two new rules under the Securities Exchange Act of 1934 expanding reporting requirements for securities lending and short sales and amending rules regarding...more
Who may be interested: Registered Investment Companies; Investment Advisers and Broker-Dealers engaging in swap transactions - Quick Take: The SEC adopted rules under the Exchange Act to implement the Exchange Act’s...more
Recently Adopted Rules - Pay-Versus-Performance Disclosure Rules. New Item 402(v) of Regulation S-K (“Item 402(v)”), which sets forth the new pay-versus-performance disclosure rules (the “PVP Rules”), became effective on...more
On December 14, 2022, the Securities and Exchange Commission adopted final rules amending Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to impose new conditions to the availability of the Rule 10b5-1...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
Clearing agencies registered with the Securities and Exchange Commission (SEC) will have to make governance changes to their boards of directors under a new rule proposed by the SEC on August 8, 2022....more