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
In the February edition of the Katten Compass, we discuss the SEC’s recent amendments to Rule 10b5-1, which added new conditions to the availability of certain defenses to insider trading liability, as well as imposed new...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
The SEC Remains in Search of and Is Looking for Finders -
Much has been written on the topic of finders and arrangers of securities transactions, including when a person or entity acting as a finder (i.e., someone who...more
SEC’s Climate-Related Comment Letters – Avoiding Potential Pitfalls -
In September 2021, the Securities and Exchange Commission (SEC) provided a sample comment letter that included nine potential climate-related comments...more
On December 2, Larry Levin and Alyse Sagalchik, partners in Katten's Capital Markets practice, along with Ernst & Young LLP and Meridian Compensation Partners (Meridian), shared updates for the 2022 proxy season as part of...more
12/28/2021
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Diversity ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
Capital Markets Compass covers the latest developments in the capital markets, public company, and corporate governance worlds.
...more
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 Adopts Amendments to MD&A and Other Financial Disclosures -
On November 19, the Securities and Exchange Commission announced that it adopted amendments (the Amendments) to certain financial...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
SEC/CORPORATE -
SEC Division of Corporation Finance Issues Additional Guidance Related to Expiring Confidential Treatment Orders -
On September 9, the Division of Corporation Finance (the Division) of the Securities and...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
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
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 Announces Proposed Amendments to the Definitions of “Accredited Investor” and “Qualified Institutional Buyer” -
On December 18, the Securities and Exchange Commission voted to propose amendments...more
12/23/2019
/ Accredited Investors ,
Broker-Dealer ,
CFTC ,
Comment Period ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Libor ,
New Rules ,
Private Placements ,
Proposed Amendments ,
Proposed Rules ,
Public Comment ,
Qualified Institutional Buyers ,
Resource Extraction ,
Rule 144A ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Security-Based Swaps
BROKER-DEALER -
FINRA Expands Transparency Initiative Related to OTC Equity Trading Volume -
The Financial Industry Regulatory Authority (FINRA) previously announced an expansion to its ongoing transparency initiative...more
12/9/2019
/ Banking Sector ,
Broker-Dealer ,
CFTC ,
Cross-Border Transactions ,
Derivatives ,
European Securities and Markets Authority (ESMA) ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Management ,
MiFID II ,
NFA ,
Securities and Exchange Commission (SEC)
BROKER-DEALER -
FINRA Proposes Rule Change Relating to Rule 4512 (Customer Account Information)
On November 28, the Financial Industry Regulatory Authority filed a proposed change to Rule 4512(a)(3) (Customer Account...more
12/10/2018
/ Corporate Governance ,
ECON ,
EMIR ,
EU ,
Nasdaq ,
Privacy Notice Rule ,
Proposed Amendments ,
Proxy Season ,
Securitization ,
SEFs ,
Swaps ,
UK ,
UK Brexit
CFTC -
CFTC’s LabCFTC Releases Primer on Smart Contracts -
On November 27, the Commodity Futures Trading Commission’s LabCFTC released “A CFTC Primer on Smart Contracts” to provide information on a variety of financial...more
12/3/2018
/ CFTC ,
Derivatives ,
EU ,
LabCFTC ,
Margin Requirements ,
Payment Systems ,
Smart Contracts ,
Swap Clearing ,
Swaps ,
UK ,
UK Brexit
BROKER-DEALER -
FINRA Requests Further Comments on the Effectiveness and Efficiency of Its Payments for Market Making Rule -
On November 28, as part a retrospective rule review, the Financial Industry Regulatory...more
FASB Ceases Work on Proposal To Amend Definition of “Materiality” for US GAAP -
As previously discussed in the September 1edition of Corporate & Financial Weekly Digest, the Financial Accounting Standards Board (FASB) had...more
12/4/2017
/ C&DIs ,
Corporate Governance ,
Due Diligence ,
FinCEN ,
GAAP ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Rule 701 ,
UK Brexit ,
Virtual Currency
ISS Releases 2017 Proxy Voting Guideline Updates -
On November 21, ISS published its 2017 Proxy Voting Guideline Updates, which will be in effect for meetings held on or after February 1, 2017. The US 2017 updates cover...more
12/5/2016
/ C&DIs ,
CFTC ,
EU ,
European Commission ,
Financial Conduct Authority (FCA) ,
Forex ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
NFA ,
Proxy Season ,
UK ,
UK Brexit
SEC/CORPORATE -
SEC Division of Corporation Finance Issues Revised and Additional C&DIs Relating to Form S-8 -
On November 9, the Division of Corporation Finance of the Securities and Exchange Commission issued two...more
11/21/2016
/ Banking Sector ,
Broker-Dealer ,
C&DIs ,
CCPs ,
CFTC ,
Derivatives Clearing Organizations ,
EMIR ,
EU ,
European Securities and Markets Authority (ESMA) ,
FDIC ,
Proxy Season ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC) ,
SRO ,
Stress Tests
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 -
FAST Act Legislation and Impact on Securities Law -
On December 4, President Obama signed into law the Fixing America’s Surface Transportation Act (FAST Act). This transportation bill includes...more