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10b5-1 Plans Corporate Governance

BCLP

2024: Updates and Reminders for Upcoming Quarterly Filings

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Potential regulatory uncertainty in light of Supreme Court decisions. The recent Supreme Court term produced several landmark decisions affecting administrative agencies, including...more

BCLP

Don’t Pull the Trigger on That Stock Trade Just Yet! Questions Counsel Should Ask Insiders Before They Trade; Topics to Cover When...

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One of the routine duties of counsel for a public company is advising officers and directors on their trades in company stock and their SEC responsibilities when they leave. Because those discussions are routine, it may be...more

Dorsey & Whitney LLP

Fifth Circuit Vacates SEC Rules for Share Repurchase Disclosure

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We had previously reported that beginning with the next annual report on Form 10-K, most US-listed issuers would be required to make more extensive disclosures on their share repurchase programs and insider transactions...more

Mintz - Privacy & Cybersecurity Viewpoints

Preparation for 2023 Fiscal Year-End SEC Filings and 2024 Annual Shareholder Meetings

A number of significant regulatory, legal, market, and ESG-related developments and issues will affect how public companies approach the upcoming year-end reporting process. As in past years, Mintz has prepared an in-depth...more

Perkins Coie

Preparing for the 2024 Public Company Reporting Season

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In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more

Cooley LLP

What special issues should Comp Committees think about next year?

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In this Viewpoint, Issues Facing Compensation Committees in 2024, comp consultant Pay Governance takes a look at how the current economic and geopolitical uncertainty, together with an “onslaught” of new SEC rules, may affect...more

Cooley LLP

Commissioner Uyeda has some suggestions about the rulemaking process

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In remarks this week before PLI’s 55th Annual Institute on Securities Regulation, SEC Commissioner Mark Uyeda shared his views about the disclosure rulemaking process. He observed that, since becoming a commissioner 16 months...more

Keating Muething & Klekamp PLL

Securities Snapshot: 3rd Quarter 2023 - What You Need to Know About The SEC's Latest Rulemaking

The weather may be cooling down, but the Securities and Exchange Commission (“SEC”) did not cool down its pace of rulemaking during the third quarter of 2023. The SEC adopted its highly anticipated cybersecurity disclosure...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues Guidance on Recent Rule 10b5-1 Amendments and Related Disclosure Requirements

On August 25, 2023, the staff of the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued guidance to address certain open questions on the amendments to Rule 10b5-1 and related disclosure...more

Kramer Levin Naftalis & Frankel LLP

Corporate Governance: 2023 Midyear Review

The public and private focus on corporate governance continued apace in the first half of 2023. In recent months, there were notable developments in jurisprudence potentially impacting corporate diversity initiatives and in...more

Eversheds Sutherland (US) LLP

SEC adopts rules to expand, modernize share repurchase disclosure

On May 3, 2023, the US Securities and Exchange Commission (the SEC) released final rules requiring enhanced disclosure relating to issuers' repurchases of their securities and executives’ trading thereof (the Repurchase...more

Mayer Brown Free Writings + Perspectives

SEC Releases C&DIs on Compliance with New Insider Trading Disclosures

On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding...more

Nelson Mullins Riley & Scarborough LLP

SEC Releases New C&DIs on 10b5-1 Plans and Insider Trading Disclosures

The SEC released, on May 25, 2023, three new Compliance and Disclosure Interpretations (C&DIs) focused on recent changes to Rule 10b5-1 and reporting of insider trading policies and procedures. The new C&DIs provide as...more

Akin Gump Strauss Hauer & Feld LLP

New SEC C&DIs Relating to Rule 10b5-1 Amendments

As discussed in our prior publication (found here), the Securities and Exchange Commission (SEC) adopted amendments on December 14, 2022, regarding Rule 10b5-1 insider trading plans and related disclosures. On May 25, 2023,...more

WilmerHale

Preparing for New Issuer Repurchase Disclosures

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In May 2023, the Securities and Exchange Commission (SEC) amended its rules to significantly increase the disclosures public companies must make about repurchases of their equity securities. The recent amendments are the...more

Kramer Levin Naftalis & Frankel LLP

SEC Amends Share Repurchase Disclosure Rules

On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities...more

Polsinelli

The SEC's New Disclosure Requirements for Share Repurchases

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On May 3, 2023, the Securities and Exchange Commission (the “SEC”) adopted new rules and related amendments regarding disclosure of share repurchase programs by corporate issuers and their affiliated purchasers. These...more

Davis Wright Tremaine LLP

SEC Adopts Proposals to Enhance Share Repurchase Disclosures and Private Fund Reporting

On May 3, 2023, the Commission announced that it adopted amendments to two rules enhancing disclosure requirements for share repurchases and private fund reporting. First, the Commission adopted amendments to the rules on...more

Mayer Brown Free Writings + Perspectives

SEC Adopts New Share Repurchase Disclosure Rules

Executive Summary - On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”)1 to its existing rules (the “Existing Rules”) regarding disclosures...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Final Amendments Related to Share Repurchases

The SEC has adopted final amendments requiring disclosures related to issuers’ share repurchases. The amendments will require domestic issuers to...more

Goodwin

Stock Buybacks: Recent Developments and Hot Topics for Issuers

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Increased equity market volatility provides issuers with opportunities to repurchase shares at attractive prices. At the same time, issuers must consider how recent changes to the tax treatment of stock buybacks, potential...more

Tarter Krinsky & Drogin LLP

Has the SEC Made 10b5-1 Trading Plans More Hassle Than They’re Worth?

Executive suites in public companies across America took notice in recent weeks when federal prosecutors filed the first ever case based exclusively on an executive’s sale of company shares pursuant to what is commonly...more

Akin Gump Strauss Hauer & Feld LLP

Landmark SEC and DOJ Insider Trading Cases Signal Increased Scrutiny of Rule 10b5-1 Plans

Key Points - On March 1, 2023, the SEC and DOJ filed insider trading charges against a public company executive alleging he traded pursuant to 10b5-1 trading plans he adopted while he was in possession of material...more

Perkins Coie

DOJ Brings First Criminal Charges Stemming From Use of Rule 10b5-1 Trading Plan

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On March 1, 2023, the U.S. Department of Justice (DOJ) unsealed an indictment against the CEO of a publicly traded healthcare company (the Executive) relating to charges of an insider trading scheme. The indictment represents...more

Mayer Brown Free Writings + Perspectives

Insider Trading Rule Amendments Now in Effect

Amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 are effective as of February 27, 2023. Unanimously adopted by the US Securities and Exchange Commission (SEC) December of last year, the Rule 10b5-1...more

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