Yesterday, the SEC voluntarily stayed its new ESG disclosure rules for public companies pending the outcome of several lawsuits that have been filed, which are now consolidated in the 8th Circuit US Court of Appeals. We...more
Version 2.0 following publication of the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules -
A wave of new legislation and regulation in the U.S. and Europe has the potential to significantly...more
Version 2.0 following publication of the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules -
A wave of new legislation and regulation in the U.S. and Europe has the potential to...more
3/21/2024
/ Capital Markets ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Multiple legal challenges have already been launched against the SEC’s new climate change disclosure rules. Plaintiffs include Attorneys General from several states, a large business trade organization and a private energy...more
3/19/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Greenhouse Gas Emissions ,
Multidistrict Litigation ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stays
Two years after proposing rules on climate change disclosure, the SEC has adopted new rules, predictably by a split 3-2 vote. The adopted rules maintain the core of the original proposals, requiring that both domestic...more
A wave of new legislation and regulation in the U.S. and Europe has the potential to significantly impact the non-financial reporting obligations of U.S. companies. With the myriad of requirements overlaid with varying...more
2/9/2024
/ California ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
EU ,
Non-Financial Firms ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Transparency Directive ,
UK ,
UK Regulatory Reforms
On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after...more
1/26/2024
/ Capital Markets ,
Conflicts of Interest ,
Dilution ,
Disclosure Requirements ,
Enforcement Actions ,
Executive Compensation ,
New Rules ,
PSLRA ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company
On December 19, 2023, the Fifth Circuit formally vacated the SEC’s buy-back disclosure rules. While it is unclear what, if any, action the SEC may take in response to this definitive ruling, the realistic options appear to be...more
12/20/2023
/ Appeals ,
Broker-Dealer ,
Disclosure Requirements ,
Enforcement ,
Form 10-K ,
New Rules ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases ,
Trading Policies ,
Vacated ,
Voluntary Disclosure
On October 13, 2023, the Securities and Exchange Commission adopted new Rule 13f-2 to require monthly reporting of short sale positions and activity data on new Form SHO by institutional investment managers. The new rules...more
On October 10, 2023, the Securities and Exchange Commission adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The adopting release...more
10/20/2023
/ Beneficial Owner ,
Compliance ,
Disclosure Requirements ,
Hedge Funds ,
Initial Public Offering (IPO) ,
Investment Adviser ,
Investment Companies ,
Investors ,
New Amendments ,
Private Funds ,
Reporting Requirements ,
Schedule 13D ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Security-Based Swaps
A potentially overlooked but important issue that public companies should have in mind when granting option or option-like awards is avoiding the unintentional appearance of “spring-loading” and “bullet-dodging,” both of...more
7/7/2023
/ Compensation ,
Corporate Governance ,
Disclosure Requirements ,
Incentive Compensation ,
Investigations ,
Marketing ,
Proxy Statements ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stock Prices
On December 14, 2022, the SEC adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 and added related new disclosure requirements. Rule 10b5-1 provides an affirmative defense to insider trading liability...more
1/3/2023
/ Certifications ,
Cooling-Off Rule ,
Disclosure Requirements ,
Enforcement Actions ,
Good Faith ,
New Amendments ,
Regulation S-K ,
Reporting Requirements ,
Rule 10b-5 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
In response to Russian President Vladimir Putin’s decision to invade Ukraine in February, the U.S. government announced sweeping sanctions against Russia. As the conflict nears the three-month mark, businesses around the...more
In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate...more
3/25/2022
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Public Comment ,
Publicly-Traded Companies ,
Registration Statement ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Public companies should expect more environmental, social and governance-related disclosure requirements, focusing initially on climate risk. An element of President-elect Joe Biden's platform has been "[r]equiring public...more
On November 19, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that update and streamline its rules governing Management’s Discussion and Analysis of Financial Condition and Results of...more
On August 26, 2020, the Securities and Exchange Commission adopted amendments to Regulation S-K that simplify and modernize the disclosure requirements relating to description of business, legal proceedings, and risk factors,...more
9/3/2020
/ Amended Rules ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Foreign Private Issuers ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
SASB ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On May 21, 2020, the Securities and Exchange Commission (the “SEC”) amended the financial statement and other disclosure requirements that apply when public companies acquire or dispose of a business or real estate...more
7/13/2020
/ Acquisitions ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
Form 8-K ,
GAAP ,
IFRS ,
Investment Companies ,
Pro Forma Financial Information ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
The Securities and Exchange Commission (the "SEC") recently adopted amendments to Regulation S-X and related rules and forms that will streamline and reduce the financial statements required to be filed in connection with...more
7/13/2020
/ Acquisitions ,
Amended Regulation ,
Disclosure Requirements ,
Financial Reporting ,
Form 10-K ,
Form 8-K ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Real Estate Investments ,
Regulation S-X ,
REIT ,
Securities and Exchange Commission (SEC)
As the COVID-19 virus disrupts businesses, public companies face both operational and compliance challenges as public disclosure has become a more complex and evolving task. Companies with calendar year-ends are beginning to...more
Exemptive Relief -
The Securities and Exchange Commission (SEC) has issued an order (Order) providing temporary exemptive relief to public companies that are unable to meet filing deadlines due to circumstances related to...more
On January 30, 2020, the Securities and Exchange Commission ("SEC" or "Commission") published interpretive guidance (the "Guidance") that companies should consider when disclosing key performance indicators ("KPIs") and other...more
The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more
1/22/2019
/ Beneficial Owner ,
Board of Directors ,
Derivatives ,
Disclosure Requirements ,
Filing Requirements ,
Hedge Funds ,
Investment Adviser ,
Investment Management ,
Schedule 13D ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Voting Powers
The SEC recently instituted cease and desist proceedings relating to a company's use of non-GAAP financial measures, signaling the agency's continued focus on these disclosures, particularly in public company earnings...more
Cash Tender Offer in Compliance with Regulation 14E -
This note outlines the requirements under the U.S. federal securities laws applicable in the following situation:
• The offer is a cash tender offer for the equity...more
11/26/2018
/ Acquisitions ,
Anti-Fraud Provisions ,
Corporate Governance ,
Cross-Border Transactions ,
Disclosure Requirements ,
Foreign Acquisitions ,
Foreign Private Issuers ,
Mergers ,
Prompt Payment ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders ,
Tender Offers ,
UK