News & Analysis as of

Certifications Securities and Exchange Commission (SEC)

Skadden, Arps, Slate, Meagher & Flom LLP

FAQs: What the SEC’s New Insider Trading Rules Mean for Directors

New SEC rules on Rule 10b5-1 preset trading plans for insiders add lengthy “cooling-off periods” for directors and officers between the time they establish a plan and the date a first trade can be made. Most multiple...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Broad Amendments to Rule 10b5-1 Protections and Section 16(a) Reporting

Affected individuals should review their 10b5-1 plans and Section 16(a) Reporting practices to ensure they comply with the new regulations. Directors, officers and other persons (other than issuers) cannot maintain more...more

Proskauer Rose LLP

SEC Adopts Amendments to Rule 10b5-1 and Related Disclosure Requirements

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On December 14, 2022, the SEC adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 and added related new disclosure requirements. Rule 10b5-1 provides an affirmative defense to insider trading liability...more

Mintz - Securities & Capital Markets...

SEC Adopts Amendments to Rule 10b5-1 Insider Trading Arrangements

On December 14, 2022, the Securities and Exchange Commission adopted final rules amending Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to impose new conditions to the availability of the Rule 10b5-1...more

Dechert LLP

SEC Adopts Amendments to Modernize Rule 10b5-1 Insider Trading Plans and Related Disclosures

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New conditions to the availability of the affirmative defense under the Rule 10b5-1(c)(1), including a cooling-off period before trading can begin for directors, officers, and other persons (other than issuers) - New...more

Cozen O'Connor

SEC Adopts Amendments to Affirmative Defense to Insider Trading and Related Matters

Cozen O'Connor on

On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 (Rule 10b5-1) under the Securities Exchange Act of 1934, as amended (Exchange Act) that provides an affirmative defense to...more

StoneTurn

5 Tips For Meeting DOJ’s New CCO Certification Requirements

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The DOJ has signaled that CEO and CCO certifications will become a staple of all corporate settlement agreements. Critics worry CEOs and CCOs face undue personal liability and argue it will dissuade CCOs from accepting the...more

ArentFox Schiff

SEC Steps Up Enforcement With Respect to Municipal Bond Offerings

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In September 2022, the US Securities and Exchange Commission (SEC) announced that it had filed suit against one broker-dealer underwriter and entered into settlements with three other broker-dealer underwriters in cases...more

K2 Integrity

ESG Certification: Assisting in Mitigating Greenwashing for Investors, Managers, Funds and Regulators

K2 Integrity on

There have been numerous positive developments in the evolution of ESG investing. Still, the research needed to assess which investments are truly ESG-compliant and which are tantamount to greenwashing is burdensome...more

Lowenstein Sandler LLP

New Registration And Examination Requirements For New York Investment Adviser Representatives

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Effective February 1, 2021, amendments to the New York Investment Advisory Act (the “Amendments”) require supervised persons representing certain New York-registered investment advisers, and, to a lesser degree, investment...more

Farella Braun + Martel LLP

SEC Expands Definition of “Accredited Investor” – Here Are 5 Key Takeaways

The SEC recently adopted amendments to Rule 501(a) of Regulation D of the Securities Act of 1933 that expand the definition of “accredited investor” by adding new categories of eligibility based on professional knowledge,...more

King & Spalding

SEC Opens Private Capital Markets to New Investors by Expanding Accredited Investor Definition

King & Spalding on

On August 26, 2020, the Securities and Exchange Commission (SEC) adopted an expanded definition of “accredited investor” in Rule 501(a) under the Securities Act of 1933, as amended (Securities Act). Part of an effort “to...more

Foley & Lardner LLP

SEC’s Expanded Definition of “Accredited Investor” and Related Amendments Creates New Opportunities for Investors and Issuers

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On Wednesday, August 26, 2020, the Securities and Exchange Commission (the “SEC”) changed the investment landscape as we know it by modestly relaxing the eligibility rules for investment in private offerings. The Adopting...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Expands Universe of “Accredited Investors”

An expanded universe of individuals and entities will be able to participate as “accredited investors” in securities offerings as a result of recent SEC rulemaking. The SEC has expanded its definition of “Accredited...more

Fenwick & West LLP

SEC Expands “Accredited Investor” Definition and Modernizes Disclosure Required by Regulation S-K

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On August 26, 2020, the U.S. Securities and Exchange Commission adopted final rules to expand the accredited investor definition and modernize the disclosure requirements under Regulation S-K Items 101 (Business), 103 (Legal...more

Miles & Stockbridge P.C.

Preparing for Government Investigations in Wake of PPP Loan Certifications

The U.S. Department of Justice (“DOJ”) is scrutinizing borrowers who have applied for loans through the Small Business Administration’s Paycheck Protection Program (“PPP”), established by the Coronavirus Aid, Relief, and...more

Dorsey & Whitney LLP

DOJ Foreshadows Future Certification Requirement for Businesses to Receive Cooperation Credit

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Last fall, Deputy Attorney General Sally Yates announced (Yates memo) that the DOJ would require businesses to share all relevant facts about individuals when disclosing misconduct to be entitled to cooperation credit. The...more

Manatt, Phelps & Phillips, LLP

Retail and Consumer Products Law Roundup - November 2015

We are pleased to share with you the first issue of Manatt's Retail and Consumer Products Law Roundup. The newsletter will be published on a monthly basis and will survey topics of critical importance to the retail,...more

The Volkov Law Group

The Value of Due Diligence Certifications

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As companies wrestle with designing and implementing due diligence screening and monitoring programs, several organizations have been pushing the value of certifications....more

Stinson - Corporate & Securities Law Blog

U.S. Brings Criminal Charges For False Sarbanes-Oxley Certifications

An indictment was recently unsealed where the United States recently brought criminal charges, for among other things, false certifications under Section 302 and 906 of the Sarbanes-Oxley Act. The allegations are of course...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside The Courts - December 2013 | Volume 5 | Issue 4

In This Issue: *U.S. SUPREME COURT: - Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317 (U.S. Nov. 15, 2013) Lawson v. FMR LLC, No. 12-3 (U.S. Nov. 12, 2013) - Chadbourne & Parke LLP v. Troice, No....more

K&L Gates LLP

Reasonable Steps to Verify - Third Party Certification Procedure Designed to Comply with New SEC Rules Permitting General...

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On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings under Rule 506 of Regulation D...more

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