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SEC Proposes Mandatory Cybersecurity Disclosures

The US Securities and Exchange Commission has proposed new rules and amendments to mandate disclosure regarding cybersecurity risk management, strategy, governance, and incident reporting, including amendments to Form 8-K,...more

Nasdaq Diversity Rules: A Quick Guide

According to the proposed Nasdaq board diversity and disclosure rules, listed companies must disclose board-level diversity data and will be required to have two diverse directors—or explain why they don’t meet this...more

Nasdaq Proposes New Board Diversity Composition and Disclosure Requirements

The Nasdaq Stock Market (Nasdaq) announced that it had submitted a proposal to the US Securities and Exchange Commission (SEC) seeking approval of new listing rules to advance board diversity and increase transparency to...more

California Expands Diversity Requirements for Public Company Boards

California Governor Gavin Newsom on September 30 signed into law Assembly Bill No. 979, which requires publicly held companies headquartered in California to have a minimum number of directors from “underrepresented...more

SEC Modernizes Business, Legal Proceedings, and Risk Factor Disclosures Under Regulation S-K

The US Securities and Exchange Commission announced that it voted on August 26 to adopt amendments to Regulation S-K to modernize the description of business, legal proceedings, and risk factor disclosures that registrants...more

SEC Seeks Comment on Harmonizing Private Securities Exemptions

The US Securities and Exchange Commission (SEC) issued a concept release on June 18 that seeks comment to "simplify, harmonize, and improve" regulations surrounding the sale of securities in nonpublic offerings, or private...more

SEC Releases Long-Awaited Guidance on ‘Investment Contract’ Analysis for Digital Assets

In recent guidance the US Securities and Exchange Commission provides detailed “investment contract” analysis applicable to digital assets, which will have a significant impact on the design, transfer, sale, and trading of...more

SEC Adopts Rules to Modernize and Simplify Disclosure for Public Companies

The US Securities and Exchange Commission (SEC or the Commission) voted on March 20 to adopt final rules to modernize and simplify disclosure requirements for public companies. The amendments, which were proposed in October...more

California Requires Female Directors on Public Company Boards

California Governor Jerry Brown on September 30, 2018, signed into law Senate Bill No. 826 (SB 826), which requires publicly traded companies with principal executive offices in California to have a minimum number of female...more

Bigger Is the New ‘Smaller’

SEC proposes amendments to definition of “smaller reporting company.” In proposed rules issued on June 27, the US Securities and Exchange Commission (SEC) proposed amendments to the definition of “smaller reporting...more

Federal Securities Law Implications of the FAST Act

New rules enhance IPO accommodations under the JOBS Act and provide private resale exemption. On December 4, US President Barack Obama signed the Fixing America’s Surface Transportation Act (the FAST Act or the Act, H.R....more

SEC Adopts Final Rules on Regulation A+

On March 25, 2015, the Securities and Exchange Commission (SEC) adopted final rules to amend Regulation A pursuant to the mandate under Title IV of the Jumpstart Our Business Startups Act (JOBS Act) that directed the SEC to...more

SEC Targets Corporate Insiders for Failing to Promptly Disclose Stock Transactions

The Commission has announced an unprecedented enforcement initiative against officers, directors, and major stockholders for violating beneficial ownership reporting requirements and against public companies for their roles...more

Updated: No Stay of SEC’s Conflict Minerals Rules

Court denies emergency motion for a stay. By order issued on May 14, 2014, the U.S. Court of Appeals for the District of Columbia denied the appellants’ emergency motion for a stay of the Securities and Exchange...more

Possible Future Stay of SEC’s Conflict Minerals Rules

Stay of conflict minerals disclosure may be decided by May 26, 2014. On May 7, the U.S. Court of Appeals for the District of Columbia Circuit ordered the briefing schedule that was requested by the National Association...more

NASDAQ Amends Compensation Committee Independence Rules

Amendment eliminates prohibition on the receipt of compensatory fees and aligns NASDAQ listing rules with NYSE standards. On December 11, 2013, NASDAQ Stock Market LLC amended its listing standards relating to the...more

SEC Proposes Rules to Facilitate Small Business Financing

Introduction - On December 18, 2013, the Securities and Exchange Commission (SEC) proposed rules to enhance access to capital by smaller companies pursuant to its rulemaking mandate under Title IV of the Jumpstart...more

SEC Approves Final NYSE and NASDAQ Compensation Committee Rules

Companies are required to comply with certain of the new listing standards relating to compensation adviser independence by July 1, 2013. On January 11, 2013, the Securities and Exchange Commission (SEC) approved...more

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