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
On March 1, 2023, the Delaware Court of Chancery issued its third decision concerning fiduciary duties in connection with de-SPAC transactions (and impliedly, SPAC formation). See Laidlaw v. GigAcquisitions2. The case...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 January 4, the Delaware Chancery Court issued a second decision suggesting that SPAC sponsors and directors proceed with care in connection with de-SPAC transactions (and potentially future SPAC formation). As a result of...more
Katten Named Leader in Blockchain and Cryptocurrency in Chambers FinTech 2023 Guide -
Katten announced that the firm had attained a superior ranking in the Chambers FinTech 2023 guide. Katten was recognized as a leader in...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 October 20, Mark Wood, co-head of Katten's National Capital Markets practice, alongside representatives from investment bank H.C. Wainwright & Co., LLC and leading publicly traded Bitcoin miner Bitfarms Ltd., discussed the...more
12/26/2022
/ Capital Markets ,
Capital Raising ,
Crypto Exchanges ,
Cryptoassets ,
Cryptocurrency ,
Financial Services Industry ,
Investment ,
Investors ,
Popular ,
Securities and Exchange Commission (SEC) ,
Venture Capital
This year-end issue of the Compass includes an overview of a recent conference Katten held regarding developments in cryptocurrency in the capital markets space, led by Mark Wood, national co-head of Katten’s Capital Markets...more
12/23/2022
/ Capital Markets ,
Capital Raising ,
Clawbacks ,
Crypto Exchanges ,
Cryptoassets ,
Cryptocurrency ,
Insider Trading ,
Investment ,
Investors ,
Securities and Exchange Commission (SEC) ,
Venture Capital ,
Whistleblowers
On October 26, the Securities and Exchange Commission (SEC) adopted long-delayed rules which will require companies to implement mandatory "clawback" policies with respect to incentive-based compensation if the company's...more
11/18/2022
/ Board of Directors ,
Clawbacks ,
Corporate Officers ,
Directors ,
Dodd-Frank ,
Executive Compensation ,
Former Directors ,
Incentive Compensation ,
Proposed Regulation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
On March 30, the SEC released comprehensive proposals for rule changes that would materially expand the liability regime for SPAC transactions, including by limiting the availability of a commonly used safe harbor for...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
Recent SEC Comment Letters Recent Securities and Exchange Commission (SEC) comment letters reveal the SEC's close examination of special purpose acquisition companies (SPACs) and their proposed business combinations show no...more
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
Katten conducted a survey of 80 investment professionals in March and a follow-up survey of another 100 investment professionals in May that showed 72 percent of investors working in private equity, venture capital, hedge...more
BROKER-DEALER FINRA -
Shares Practices Firms Use to Protect Customers from Online Account Takeover Attempts -
On April 11, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 21-18 (Notice) in...more
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
SEC/CORPORATE -
SEC Corp Fin Staff Issues Statement on SPAC Transactions -
On March 31, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission issued a staff statement...more
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)
SEC/CORPORATE -
Acting SEC Chair Issues Statement on Climate-Change Disclosures -
On February 24, acting Chair of the Securities and Exchange Commission Allison Herren Lee issued a statement that she has directed the...more
SEC/CORPORATE -
SEC Proposes Rule 144 Tacking Amendments -
On December 22, 2020, the Securities and Exchange Commission voted to propose amendments to Rule 144 under the Securities Act of 1933 (the Securities Act)...more
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
SEC/CORPORATE -
SEC Adopts Amendments Permitting Use of Electronic Signatures for EDGAR Filings -
On November 17, the Securities and Exchange Commission adopted amendments to Regulation S-T to permit the use of...more
SEC/CORPORATE -
SEC Approves Amendments to Harmonize and Simplify Offering Exemptions -
On November 2, the Securities and Exchange Commission voted to adopt a set of amendments (the Amendments) to “harmonize, simplify...more