News & Analysis as of

Amended Regulation Disclosure Requirements

Foley Hoag LLP

Reminder: New Say-on-Pay Disclosures for Institutional Investment Managers Now Effective

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The Securities and Exchange Commission (“SEC”) adopted amendments to Form N-PX on November 2, 2022. Previously, Form N-PX applied solely to registered investment companies (i.e., mutual funds, exchange-traded funds and...more

BakerHostetler

SEC Amendments Requiring Enhanced Share Repurchase Disclosure Hang in the Balance After Federal Appeals Court Directs SEC To...

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A federal appeals court has directed the Securities and Exchange Commission (SEC) to rework certain regulatory amendments, adopted in May 2023, requiring public companies to provide enhanced disclosures on repurchases of...more

Latham & Watkins LLP

SEC Adopts Amendments to 13D/G Beneficial Ownership Requirements

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On October 10, 2023, the SEC adopted amendments to shorten the filing deadlines for initial and amended beneficial ownership reports on Schedules 13D and 13G. The amendments will generally take effect no earlier than January...more

Keating Muething & Klekamp PLL

SEC Cybersecurity Disclosure Final Rule

On July 26, 2023, the Securities and Exchange Commission (“SEC”) adopted final rules, rule amendments and form amendments to expand and standardize disclosures regarding cybersecurity risk management, strategy, governance,...more

BakerHostetler

SEC Adopts Amendments to Share Repurchase Disclosures

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Rulemaking Background - On Dec. 15, 2021, the SEC proposed amendments to the disclosure requirements regarding purchases of equity securities made by or on behalf of an issuer or any affiliated purchaser....more

WilmerHale

SEC Adopts Amendments to Issuer Repurchase Disclosure

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On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more

Wilson Sonsini Goodrich & Rosati

SEC Reopens Comment Period for Proposed Amendments to Beneficial Ownership Reporting Rules

On April 28, 2023, the U.S. Securities and Exchange Commission (SEC) reopened the comment period for its rulemaking proposal, Modernization of Beneficial Ownership Reporting, through the later of 30 days after the reopening...more

BakerHostetler

DOJ Brings First-Ever Indictment for Insider Trading Based on Use of a Rule 10b5-1 Plan

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On Wednesday, March 1 the Department of Justice (DOJ) announced its first-ever prosecution of an individual for insider trading based on an executive’s use of 10b5-1 trading plans. Terren Peizer, the executive chairman of...more

Goodwin

Federal Reserve and OCC Release 2023 Bank Stress Test Scenarios

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On February 9, the Federal Reserve released its hypothetical scenarios for its 2023 bank stress tests, and on February 10, the OCC also released hypothetical economic and financial market scenarios to be used by covered...more

Dorsey & Whitney LLP

Implications of SEC Amendment to Insider Trading Safe Harbor for Canadian Issuers

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On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, a safe harbor from liability under the U.S. insider trading rules. The safe harbor permits directors, executive officers and others, including issuers,...more

Goodwin

New Appropriations Bill Reforms Antitrust Laws and Modifies HSR Fees

Goodwin on

On December 29, President Biden signed into law the Consolidated Appropriations Act, 2023 (CAA-23) — a $1.7 trillion omnibus spending package that includes notable changes to current antitrust laws and policies. This...more

WilmerHale

Getting Ready for Amended Rule 10b5-1 and Other New SEC Requirements Relating to Insider Trading

WilmerHale on

In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more

Holland & Knight LLP

A Closer Look at the Rule 10b5-1 Amendments Adopted by the SEC

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The U.S. Securities and Exchange Commission (SEC), in a rare unanimous vote, adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements to enhance investor...more

Smith Anderson

SEC Adopts Amendments to 10b5-1 Plans

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On December 14, 2022, the Securities and Exchange Commission (SEC) unanimously voted to adopt amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act), adding new conditions to the availability of...more

WilmerHale

SEC Updates Non-GAAP Compliance and Disclosure Interpretations

WilmerHale on

On Tuesday, the SEC’s Division of Corporation Finance posted updated Compliance and Disclosure Interpretations (C&DIs) regarding Non-GAAP Financial Measures. A summary of the specific changes is set out below, followed by...more

McDermott Will & Emery

New Amendments to ICSID Rules Come into Effect July 1, 2022

McDermott Will & Emery on

On July 1, 2022, the amended Regulations and Rules of the International Centre for Settlement of Investment Disputes (ICSID) (the 2022 Rules) will come into effect after being approved by the Member States on March 21,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Interview: SEC Changes Would Let You Know More About Your Shareholders

It has been more than 50 years since the Securities and Exchange Commission (SEC) adopted its beneficial ownership reporting rules, which require investors who buy more than a 5% stake in a company to disclose their holding...more

Fenwick & West LLP

SEC Proposes Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

Fenwick & West LLP on

On February 10, 2022, the U.S. Securities and Exchange Commission issued a proposal (Proposed rules: Modernization of Beneficial Ownership Reporting) that would amend Regulation 13D-G under the Securities Exchange Act of 1934...more

WilmerHale

SEC Proposes Rules to Modernize Share Repurchase Disclosures

WilmerHale on

On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more

WilmerHale

SEC Finalizes Rules Implementing Requirements under the HFCAA

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Yesterday, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act (HFCAA). These amendments finalize the interim final rules...more

Eversheds Sutherland (US) LLP

Through the eyes of the SEC: SEC adopts amendments to MD&A disclosure requirements

On November 19, 2020, the United States Securities and Exchange Commission (the SEC) adopted amendments (the Adopted Amendments)1 to Items 301 (selected financial data), 302 (supplementary financial data), and 303...more

Sullivan & Worcester

SEC Amends MD&A and Financial Disclosure Rules

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In November 2020, the SEC adopted amendments to Regulation S-K to modernize and simplify certain disclosure requirements related to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)...more

Parker Poe Adams & Bernstein LLP

SEC Continues to Modernize the Disclosure Regime

On November 19, the U.S. Securities and Exchange Commission (SEC) continued its ongoing efforts to streamline and enhance its disclosure regime by adopting amendments to Items 301, 302, and 303 of Regulation S-K. These...more

Cooley LLP

Blog: SEC adopts amendments to modernize MD&A and other financial disclosure requirements (UPDATED)

Cooley LLP on

[This post revises and updates my earlier post primarily to reflect the contents of the adopting release.] - By a vote of three to two, the SEC has adopted new amendments to simplify, modernize and enhance Management’s...more

BCLP

Modernizing Regulation S-K Amendments – Transitional FAQs from the SEC

BCLP on

As covered in our blog post dated August 26, 2020, the SEC recently adopted amendments to Regulation S-K Items 101 (business description), 103 (legal proceedings), and 105 (risk factors) aimed at modernizing disclosure...more

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