Recent actions by the US Securities and Exchange Commission’s (SEC’s) Division of Enforcement highlight the importance of making timely filings pursuant to Sections 13(d), 16, and 13(f) of the Securities Exchange Act of 1934....more
On September 30, 2024, the revised Schedule 13G filing deadlines became effective. In this article, we provide an overview of the new regime and provide a comparison with the corresponding notification deadlines in the EU and...more
Our Securities Group weighs in on the settlement by the Securities and Exchange Commission with 23 separate entities and individuals for alleged violations involving the failure to timely report ownership information....more
On September 17, 2024, the Securities and Exchange Commission announced cease-and-desist proceedings against eleven institutional investment managers for failure to file reports required by the Securities Exchange Act of...more
In October 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules amending the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange...more
On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules requiring issuers to include extensive disclosure in registration statements and periodic reports regarding material...more
In a positive development since our earlier bulletin, the U.S. House and Senate have decided to retain the exemptions from obligations imposed under section 16 of the Securities Exchange Act of 1934 that are relied upon by...more
Foreign private issuers (FPIs) may have dodged a bullet on December 7 after Congress scrapped a proposal to impose the reporting obligations under Section 16 of the Exchange Act of 1934, as amended (Exchange Act), on FPIs...more
On Oct. 10, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules amending Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. The amendments aim to provide investors...more
On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to Regulation 13D – G under the Securities Exchange Act of 1934, as amended (Exchange Act), which govern the beneficial ownership reporting...more
Summary - On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934...more
The Securities and Exchange Commission has shortened filing deadlines for Schedules 13D and 13G, finalizing rules proposed more than a year ago. Our Securities Group breaks down these changes and final rules on cash-settled...more
On October 10, 2023, the SEC adopted long-awaited amendments to its beneficial ownership reporting rules under Regulation 13D-G. Most significantly, the amendments accelerate the filing deadlines for initial and amended...more
On October 10, the Securities and Exchange Commission (SEC) adopted, by a bipartisan 4-1 margin, the final rules to amend and modernize the regulations governing beneficial ownership reporting under Sections 13D and 13G of...more
On October 10, 2023, the Securities and Exchange Commission (SEC) voted 4-1 to adopt amendments to its beneficial ownership reporting rules. Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended...more
On October 10, 2023, the SEC adopted final amendments to Regulation 13D-G and Regulation S-T to modernize the beneficial ownership reporting regime under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as...more
As noted in our related blog post, the Security and Exchange Commission (the “SEC”) has proposed amendments (the “Amendment”) to Schedules 13D and 13G of the Securities Exchange Act of 1934, to modernize its reporting rules...more
In August 2000, the Securities and Exchange Commission (“SEC”) adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, established an affirmative defense to a...more
On December 13, 2022, the Securities and Exchange Commission unanimously adopted amendments to Rule 10b5-1, imposing new limitations on the ability of insiders to utilize so-called “10b5-1 plans.” 10b5-1 plans are plans to...more
On December 14, 2022, the U.S. Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements designed to enhance investor...more
OVERLAP IN THE SECURITIES ACT OF 1934 - The Securities and Exchange Commission (SEC) presides over two separate beneficial ownership reporting schemes under Sections 13 and 16 of the Securities Exchange Act of 1934....more
The Securities and Exchange Commission, in a November 18, 2021 release (Release), proposed Rule 10c 1 under the Securities Exchange Act of 1934 (Proposed Rule). If adopted, the Proposed Rule would require certain persons...more