On October 10, the Securities and Exchange Commission (SEC or the Commission) adopted comprehensive changes to Regulation D-G, which governs beneficial ownership reporting under Section 13(d) of the Securities Exchange Act of...more
11/7/2023
/ Beneficial Owner ,
Compliance ,
Disclosure Requirements ,
EDGAR ,
Filing Deadlines ,
Final Rules ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Transparency
Global equity markets continue to navigate the dueling impacts of inflation, rising interest rates and a slowing economy. While the market for initial public offerings initially showed signs of a recovery in early 2023, the...more
In the May edition of Capital Markets Compass, we examine how innovative offering structures are providing access to capital despite significant market challenges. We analyze recent SEC comment letters focusing on climate and...more
On May 3, 2023, by a 3-2 vote, the Securities and Exchange Commission (SEC) adopted amendments to disclosure rules (the “new buyback disclosure rules”) relating to repurchases of equity securities by issuers (or repurchases...more
On December 14, the Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 and related regulations governing "10b5-1 Plans." 10b5-1 Plans enable (1) public company insiders to sell their...more
12/28/2022
/ 10b5-1 Plans ,
Final Rules ,
Insider Trading ,
Proposed Amendments ,
Rule 10b-5 ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Securities Violations ,
Stock Repurchases
On August 6, the Securities and Exchange Commission (SEC) approved Nasdaq listing rules implementing new board diversity disclosure requirements that will apply to most Nasdaq-listed companies (the Board Diversity Rules). The...more
8/16/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
SEC/CORPORATE -
SEC Statements Regarding SPACs Address Warrants and Projections -
Following the increase in the number of special purpose acquisition companies (SPACs) and the related business combinations between SPACs...more
Key Points -
- In May, the Securities and Exchange Commission (SEC) adopted amended rules relating to acquired company financial statements. This advisory discusses the amended requirements and updated tests for...more
The 2019 novel coronavirus (COVID-19) pandemic continues to have an impact on the operations of nearly every business and business sector. Reporting companies must evaluate how they disclose the effects of the pandemic,...more
SEC/CORPORATE -
NYSE Provides Temporary Relief From Shareholder Approval Requirements Due to COVID-19 -
On May 14, the Securities and Exchange Commission announced the adoption and immediate effectiveness of Section...more
Global equity markets have been severely impacted by the coronavirus (COVID-19) pandemic, which has resulted in a period of significant market volatility. In the current environment, public companies may find it more...more
SEC/CORPORATE -
SEC Approves Temporary NYSE Waiver of Stockholder Approval Rules to Facilitate Capital Raising in the Wake of COVID-19 -
On April 6, the Securities and Exchange Commission issued a release (the Release)...more
The 2019 novel coronavirus (COVID-19) pandemic and responses to this crisis, including actions taken by federal, state and local governments, have had an impact on the operations of virtually every business and business...more
4/2/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Proxy Statements ,
Publicly-Traded Companies ,
Relief Measures ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Key Points -
In wake of the Coronavirus Disease 2019 (COVID-19) and the public health concerns it raises, public companies should consider whether to hold virtual annual shareholder meetings. This advisory outlines some of...more
SEC/CORPORATE -
SEC Proposes To Expand “Test-the-Waters” Reforms to All Issuers -
On February 19, the Securities and Exchange Commission proposed Rule 163B under the Securities Act of 1933, which would permit any...more
3/4/2019
/ CFTC ,
Corporate Issuers ,
Emerging Growth Companies ,
EU ,
Financial Conduct Authority (FCA) ,
JOBS Act ,
Litigation Funding ,
MiFIR ,
Proposed Rules ,
Qualified Institutional Buyers ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications ,
UK ,
UK Brexit
SEC/CORPORATE -
SEC Division of Corporation Finance Issues 35 New C&DIs Regarding Foreign Private Issuers, QIBs and Offshore Offerings -
On December 8, the staff (Staff) of the Securities and Exchange Commission’s...more
12/19/2016
/ Australia ,
Banking Examinations ,
C&DIs ,
Central Counterparties ,
Counterparties ,
EU ,
FDIC ,
Foreign Private Issuers ,
Mexico ,
No-Action Relief ,
Regulation S ,
Transitional Arrangements ,
UK Brexit
SEC Issues New C&DI Relating to Submission of Annual Reports to SEC -
On November 2, the Division of Corporation Finance (Division) of the Securities and Exchange Commission issued a new Compliance and Disclosure...more
11/14/2016
/ C&DIs ,
Canada ,
Chief Compliance Officers ,
Corporate Governance ,
EU ,
Forex ,
MiFID II ,
MiFIR ,
Passporting ,
Pay-for-Performance ,
Proxy Season ,
UK ,
UK Brexit
SEC/CORPORATE SEC -
Staff No Longer Requires “Tandy” Representations in Filing Reviews -
On October 5, the staff (Staff) of the Securities and Exchange Commission announced that, effective immediately, a company...more
SEC/CORPORATE -
SEC Division of Corporation Finance Issues 12 New and Revised C&DIs Regarding Non-GAAP Measures -
As noted in the May 13 edition of Corporate and Financial Weekly Digest, SEC Chair Mary Joe White,...more
5/23/2016
/ Auditors ,
C&DIs ,
Cybersecurity ,
EU ,
Financial Conduct Authority (FCA) ,
Mary Jo White ,
MiFID ,
MiFIR ,
Non-GAAP Financial Measures ,
PCAOB ,
Residual Interest ,
Securities and Exchange Commission (SEC) ,
UK
SEC/CORPORATE -
SEC Approves PCAOB Rules Requiring Disclosure of Audit Participants -
On May 9, the Securities and Exchange Commission adopted the proposed new rules and related amendments to auditing standards...more
Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2016 proxy voting guidelines, which include updates applicable to the 2016 proxy season....more
SEC/CORPORATE -
Proxy Advisory Firms Release Policy Updates for 2016 -
Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2016 proxy voting...more
12/7/2015
/ Banking Sector ,
Broker-Dealer ,
CFTC ,
EU ,
Financial Industry Regulatory Authority (FINRA) ,
MiFID II ,
OCC ,
Overboarding ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Waiting Periods
On October 29, the Division of Economic and Risk Analysis (DERA) of the Securities and Exchange Commission published the results of a study that analyzed the market for unregistered securities offerings during the period from...more
On October 30, the Securities and Exchange Commission adopted “Regulation Crowdfunding,” which consists of final rules that will enable eligible companies to raise up to $1 million in capital in any 12-month period by...more
On October 30, the Securities and Exchange Commission proposed amendments to modernize: (1) Rule 147, promulgated under the Securities Act of 1933 (Securities Act) as a safe harbor exempting intrastate offerings from federal...more