News & Analysis as of

Corporate Officers Filing Requirements

BCLP

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

BCLP on

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

Skadden, Arps, Slate, Meagher & Flom LLP

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

In December 2022, the U.S. Securities and Exchange Commission (SEC) modified the rules governing preset stock trading programs for corporate insiders, known as 10b5-1 plans, which begin taking effect this year. The new rules...more

Bass, Berry & Sims PLC

FAQs on the SEC’s Newly Adopted Amendments to Rule 10b5-1 Trading Plans and Related Disclosures

We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked...more

McDermott Will & Emery

SEC Imposes New Restrictions on Availability of Rule 10b5-1 Defense to Insider Trading

McDermott Will & Emery on

At an Open Meeting on December 14, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934 (Exchange Act), which impose new limitations on...more

International Lawyers Network

Establishing A Business Entity In England (Updated)

The attractiveness of the United Kingdom as a business location is unabated. There are many advantages to doing business in the UK. Investors can draw on a skilled workforce and access a large market; costs of labour and...more

International Lawyers Network

Establishing A Business Entity In England (Updated)

The attractiveness of the United Kingdom as a business location is unabated. There are many advantages to doing business in the UK. Investors can draw on a skilled workforce and access a large market; costs of labour and...more

International Lawyers Network

Establishing A Business Entity In England (Updated)

The attractiveness of the United Kingdom as a business location is unabated. There are many advantages to doing business in the UK. Investors can draw on a skilled workforce and access a large market; costs of labour and...more

Foley & Lardner LLP

HR and HSR: Insider Purchases and Executive Compensation Can Require Antitrust Reporting

Foley & Lardner LLP on

Quick: Does your company have any insiders who either now or in the future may own $90 million or more in company stock?  The CEO?  The founder?  A member of the board?  If so, then now is the time for a crash course in the...more

Stinson - Corporate & Securities Law Blog

Preliminary Planning for the 2020 Proxy Season

Our preliminary list of important planning considerations for the 2020 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes to...more

Stinson - Corporate & Securities Law Blog

Changes to D&O Questionnaires for 2020 Proxy Season

We have identified only a few possible changes to date for D&O questionnaires for the 2020 proxy season. New rules adopted to implement the FAST Act clarify that registrants may, but are not required to, rely only on...more

Foodman CPAs & Advisors

IRS Initiates a Compliance Campaign for U.S. Persons with respect to Certain Foreign Corporations

IRS Form 5471 is used by certain U.S. persons who are officers, directors, or shareholders in certain foreign corporations and must be attached to a covered Taxpayer’s Tax Return.  On April 16, 2019, IRS announced the...more

Akin Gump Strauss Hauer & Feld LLP

FERC Proposes to Clarify and Streamline Its Interlocking Directorate Regulations

On July 19, 2018, the Federal Energy Regulatory Commission (FERC or the “Commission”) issued a Notice of Proposed Rulemaking (NOPR) to update and clarify its regulations covering “interlocking directorate” positions (i.e.,...more

Whitman Legal Solutions, LLC

Looking Under the Fingerboard and Maintaining Your Business

...Businesses, like violins, need regular maintenance. What needs to be done may well depend upon the type of business and how many owners and employees it has. However, all businesses need certain routine “maintenance” to...more

Katten Muchin Rosenman LLP

Bridging the Week - September 2015

Alleged Flash Crasher's Formal Indictment Provides More Details Regarding His Purported Spoofing - The US Department of Justice filed a formal indictment against Navinder Singh Sarao in a US federal court in Chicago on...more

Stinson - Corporate & Securities Law Blog

SEC Charges 13D Filers With Failure to Disclose Going Private Plans

It’s well known that Federal securities laws require beneficial owners to promptly file an amendment when there is a material change in the facts previously reported by them on Schedule 13D, commonly referred to as a...more

Goodwin

SEC Charges Officers, Directors, Stockholders and Companies for Failure to Timely File Reports Under Sections 13 and 16 of the...

Goodwin on

The director of the SEC’s Division of Enforcement, Andrew Ceresney, said that using quantitative analytics the SEC has identified various individuals and companies with especially high rates of filing deficiencies and...more

Morrison & Foerster LLP

SEC Charges Issuers, Corporate Insiders, and Other Significant Investors for Violating Laws Requiring Reporting of Transactions in...

On September 10, 2014, the U.S. Securities and Exchange Commission announced settlements with officers, directors, and significant shareholders for violating federal securities laws requiring information about their...more

Foley & Lardner LLP

SEC Charges Insiders for Violations of Section 16(a) and Section 13

Foley & Lardner LLP on

On September 10, 2014, the Securities and Exchange Commission announced charges against 28 officers, directors, and major shareholders for violating federal securities laws requiring them to report information about their...more

Stinson - Corporate & Securities Law Blog

SEC Cops Bust 36 for Failure to File Ownership Reports

The SEC charged 29 officers, directors, or major shareholders for violating federal securities laws requiring them to promptly report information about their holdings and transactions in company stock. Seven publicly-traded...more

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