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Securities Exchange Act › Securities Regulation › Disclosure Requirements

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
BCLP

ICAHN Settles With SEC for Failures to Disclose Key Details of Margin Loan Stock Pledges - Teaching Moment for Directors and...

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On August, 19, 2024, the SEC announced settled charges against Carl C. Icahn and his publicly traded company, Icahn Enterprises L.P. (IEP), for failing to disclose information relating to Icahn’s pledges of IEP securities –...more

Sheppard Mullin Richter & Hampton LLP

Supreme Court Holds “Pure Omissions” Are Not Actionable Under Rule 10b-5(b)

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In Macquarie Infrastructure Corp. v. Moab Partners, No. 22-1165, 2024 WL 1588706 (U.S. Apr. 12, 2024) (“MIC”), the United States Supreme Court (Sotomayor, J.) held unanimously that “pure omissions” in a Securities and...more

Eversheds Sutherland (US) LLP

Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

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On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: January 1, 2024

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The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more

BakerHostetler

Preparing for the 2024 Proxy and Annual Reporting Season: Key Issues and Considerations

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For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Short Sale Disclosure Rules

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The Securities and Exchange Commission (SEC) has voted to adopt new Rule 13f-2 and related Form SHO requiring certain institutional investment managers (managers) to report short sale-related information to the SEC....more

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: Summer 2023 Update

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We are pleased to present our latest update on financial reporting and issuer disclosure enforcement activity. This White Paper primarily focuses on the U.S. Securities and Exchange Commission’s (“SEC”) enforcement activity...more

Husch Blackwell LLP

SEC Heightens Issuers' Share Repurchase Disclosure Requirements

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On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the disclosure requirements relating to issuers’ repurchases of their equity securities. As outlined below, the amendments require additional...more

Husch Blackwell LLP

Preparing for December 1 Compliance with NYSE and Nasdaq Clawback Policy Listing Standards

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On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more

Vinson & Elkins LLP

Finding Safe Harbor: New Share Repurchase Reporting Requirements Allow SEC to Better Monitor Rule 10b-18

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The Securities and Exchange Commission (“SEC”) will soon have the tools necessary to enforce its longstanding rules regarding share repurchases. On May 3, 2023, the SEC adopted new rules to “modernize” its repurchase...more

Morrison & Foerster LLP

U.S. SEC Adopts Share Repurchase Disclosure Rules

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On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more

Ballard Spahr LLP

SEC Adopts Amendments Regarding Share Repurchase Disclosure Modernization

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Summary - On May 3, 2022, the Securities and Exchange Commission (SEC) adopted final rules to modernize disclosure requirements relating to the repurchase by issuers of equity securities that are registered under the...more

McGuireWoods LLP

SEC Adopts Amendments to Modernize Share Repurchase Disclosure

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On May 3, 2023, the U.S. Securities and Exchange Commission (SEC), by a vote of 3-2, adopted amendments to modernize the disclosure requirements relating to issuers’ repurchases of their equity securities that are registered...more

WilmerHale

SEC Adopts Amendments to Issuer Repurchase Disclosure

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On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more

Vinson & Elkins LLP

The Wait is Over: SEC Adopts Share Repurchase Disclosure Modernization Rules

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Final rules to modernize share repurchase disclosure will go into effect for the first periodic report that covers the first full fiscal quarter that begins on or after October 1, 2023. For calendar-year companies, that first...more

Wilson Sonsini Goodrich & Rosati

Reminder: Tracking Rule 10b5-1 Plans and Disclosure Timing

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In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act). These amendments added new conditions to the availability of the...more

Goodwin

SEC Proposes New Regulation Best Execution - Brokers Must Achieve “Most Favorable Price” for Customers; Heightened Obligations for...

Goodwin on

The proposal would codify for the first time the federal-level best execution standard for brokers and related obligations. New Regulation Best Execution would result in a pivot from what has been a principles-based approach...more

Goodwin

Exempt Reporting Advisers Faced Significantly More SEC Enforcements in 2022

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The Securities and Exchange Commission (SEC) brought an unusually high number of enforcement actions against exempt reporting advisers in 2022 — that appears to be more than the prior three years combined and a record number...more

Kelley Drye & Warren LLP

SEC Issues Final Rules on Rule 10b5-1 and Insider Reporting Changes

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On December 14, 2022, the Securities and Exchange Commission (the “Commission”) adopted final rules (the “Final Rules”) which will affect trading by directors and officers of listed issuers and disclosure about such...more

Stinson LLP

SEC Amendments to Rule 10b5-1

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On December 14th, 2022, the U.S. Securities and Exchange Commission (SEC) adopted a series of amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. In sum, the amendments accomplish the following...more

Cooley LLP

SEC adopts new rules on 10b5-1 plans [UPDATED]

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[This post revises and updates my earlier post primarily to provide a more detailed discussion of the contents of the adopting release.] - At an open meeting in December last year—happy new year!—the SEC voted to adopt...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

Ballard Spahr LLP

SEC Adopts Amendments Regarding Rule 10b5-1 Trading Arrangements and Related Disclosures

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Summary - The Securities and Exchange Commission on December 14, 2022, adopted final rules to amend Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (Exchange Act). The amendments apply a cooling-off...more

Paul Hastings LLP

SEC Adopts Amendments Revamping Rule 10b5-1 Trading Regime and Mandating Related Disclosures

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On December 14, 2022, the Securities and Exchange Commission (the “Commission”) adopted amendments bolstering the conditions to be met in order for a person to rely on the affirmative defense from insider trading available...more

Morgan Lewis

SEC Adopts Significant Changes to Rule 10b5-1 Affecting Trading by Insiders

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The US Securities and Exchange Commission (SEC) on December 14, 2022, finalized amendments to Rule 10b5-1 that will both amend the Rule 10b5-1(c)(1) affirmative defense to insider trading liability and create new disclosure...more

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