As we previously noted, the Securities and Exchange Commission (SEC) adopted long-delayed rules on October 26, 2022, which will require companies to implement mandatory "clawback" policies with respect to incentive-based...more
10/3/2023
/ Clawbacks ,
Corporate Governance ,
Corporate Officers ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial Statements ,
Incentive Compensation ,
Nasdaq ,
NYSE ,
Securities and Exchange Commission (SEC)
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 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 -
Acting SEC Chair Lee Provides Public Statement Welcoming Public Comment on Climate Change Disclosures -
On March 15, Acting Securities and Exchange Commission Chair Allison Herren Lee made a public...more
3/22/2021
/ Broker-Dealer ,
CFTC ,
Climate Change ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
NFA ,
Securities and Exchange Commission (SEC)
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
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
SEC/CORPORATE -
SEC Proposes Amendments to Financial Disclosure in Regulation S-K and Issues New Guidance -
On January 30, the Securities and Exchange Commission voted to propose amendments to certain financial...more
2/11/2020
/ AML/CFT ,
Antitrust Provisions ,
Broker-Dealer ,
CFTC ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
European Securities and Markets Authority (ESMA) ,
Federal Trade Commission (FTC) ,
Financial Industry Regulatory Authority (FINRA) ,
Hart-Scott-Rodino Act ,
MD&A Statements ,
New Guidance ,
Performance Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Threshold Requirements
SEC/CORPORATE -
SEC Approves Amended Rule Change to FINRA Rule 5110 -
On December 23, 2019, the Securities and Exchange Commission approved the Financial Industry Regulatory Authority’s (FINRA) proposed amendments to...more
1/20/2020
/ Amended Rules ,
Auditor Independence ,
Broker-Dealer ,
CFTC ,
Disclosure Requirements ,
EU ,
FDIC ,
Filing Requirements ,
Financial Conduct Authority (FCA) ,
Financial Industry Regulatory Authority (FINRA) ,
OCC ,
Securities and Exchange Commission (SEC)
SEC/CORPORATE -
SEC Proposes Modernization of Filing Fee Disclosure and Payment Methods -
On October 24, the Securities and Exchange Commission proposed amendments to update filing fee disclosure and payment methods....more
11/4/2019
/ AML/CFT ,
Broker-Dealer ,
CFTC ,
Derivatives ,
Disclosure Requirements ,
Financial Conduct Authority (FCA) ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Private Issuers ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
SEC/CORPORATE –
SEC Proposes to Modernize Business, Legal Proceedings and Risk Factor Disclosures Required by Regulation S-K –
On August 8, the Securities and Exchange Commission proposed amendments to modernize the...more
8/19/2019
/ Business Development ,
Disclosure Requirements ,
EMIR ,
EU ,
European Commission ,
European Supervisory Authorities (ESAs) ,
GAAP ,
Investment Firms ,
MD&A Statements ,
MiFID II ,
Proposed Amendments ,
Public Comment ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC)
SEC/CORPORATE -
SEC-Proposed Amendments to Financial Disclosures for Acquisitions and Dispositions of Businesses -
As a result of the Securities and Exchange Commission’s 2015 request for comments on Regulation S-X, the...more
5/13/2019
/ CFTC ,
Commodity Exchange Act (CEA) ,
Disclosure Requirements ,
Enforcement Actions ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Financial Statements ,
Proposed Amendments ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
UCITS ,
UK
SEC/CORPORATE -
SEC Adopts Rules to Modernize and Simplify Disclosure -
The Securities and Exchange Commission recently adopted final rules to modernize and simplify the disclosure requirements for public companies...more
4/15/2019
/ Broker-Dealer ,
Confidential Information ,
Corporate Financing Rule ,
Cryptoassets ,
Digital Assets ,
Disclosure Requirements ,
Final Rules ,
Financial Industry Regulatory Authority (FINRA) ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
GAAP ,
Proposed Rules ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
SEC/CORPORATE -
SEC Adopts Amendments To Simplify and Update Certain Disclosure Requirements -
On August 17, the Securities and Exchange Commission announced the adoption of proposed rule amendments (Amendments) to...more
8/27/2018
/ Amended Regulation ,
Bitcoin ,
Chief Compliance Officers ,
Compliance ,
Disclosure Requirements ,
Exchange-Traded Products ,
MLD4 ,
Municipal Securities Issuers ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Third Country Entities (TCEs) ,
UK Brexit
SEC/CORPORATE -
SEC-Proposed Amendments to Modernize, Simplify and Increase the Accessibility of Required Disclosure -
As previously reported in the October 13, 2017 edition of Corporate & Financial Weekly Digest, on...more
SEC/CORPORATE -
Implementation of Pay Ratio Disclosure Requirement Not Expected to Be Delayed -
On September 15, at the ABA Business Law Section Annual Meeting, the Securities and Exchange Commission (SEC) Division of...more
9/25/2017
/ C&DIs ,
Collateralized Debt Obligations ,
Commodity Trading Advisors (CTAs) ,
CPOs ,
Disclosure Requirements ,
EU ,
Executive Compensation ,
Financial Conduct Authority (FCA) ,
MiFID II ,
Mortgage-Backed Securities ,
No-Action Relief ,
Pay Ratio ,
Regulation A ,
Regulation S-K ,
UK
SEC/CORPORATE -
SEC Chairman Clayton Makes First Public Speech Outlining His Vision for the Commission -
On July 12, in his first major address since becoming Chairman of the Securities and Exchange Commission earlier...more
SEC/CORPORATE -
2016 Amendments to Delaware General Corporation Law Highlight Two-Step Mergers and Appraisal Rights -
On August 1, a number of amendments to the Delaware General Corporation Law (DGCL) went into...more
SEC/CORPORATE -
SEC Chair Addresses Advisory Committee on Small and Emerging Companies -
On February 25, Securities and Exchange Commission Chair Mary Jo White addressed members of the SEC’s Advisory Committee on...more
3/7/2016
/ Bonuses ,
CRD IV Directive ,
Credit Default Swaps ,
Cybersecurity ,
Disclosure Requirements ,
Emerging Growth Companies ,
EU ,
Swap Clearing ,
TRACE ,
UCITS ,
UK
On December 11, the Securities and Exchange Commission proposed Rule 13q-1 of the Securities Exchange Act of 1934 (Exchange Act), often referred to as the “resource extraction rule,” which would require an issuer to disclose...more
SEC/CORPORATE SEC Division of Corporation Finance Issues New C&DIs on FAST Act -
As previously reported, President Obama signed into law the Fixing America’s Surface Transportation Act (FAST Act) on December 4. The...more
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
On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if enacted, would require the Securities and Exchange Commission to (1) revise Regulation S-K...more
On September 23, the Securities and Exchange Commission Advisory Committee on Small and Emerging Companies (Advisory Committee) met to discuss, and submit to the SEC, recommendations regarding (1) public company disclosure...more
On August 5, the Securities and Exchange Commission adopted the final rule regarding pay ratio disclosure that amends Item 402 of Regulation S-K to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer...more