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Disclosure Requirements Securities and Exchange Commission (SEC) Institutional Investors

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Regulatory Contagion

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Last year, I wrote a commentary entitled Contagion.  That commentary was inspired by the early days of the meltdown of the crypto currency market (long before SBF made the whole space way more notorious with a whiff of...more

Goodwin

New Proxy Voting Reporting Requirements For Investment Managers For 2023-24 Annual Meeting Season

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On November 2, 2022, the U.S. Securities and Exchange Commission (SEC) announced the adoption of amendments to Form N-PX and related rules to extend public company stockholder vote disclosure filing requirements beyond...more

Goodwin

FINRA Kicks Off the Holiday Season With a Proposal to Permit the Use of Some Projections and Targeted Returns

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FINRA has offered a gift to member firms and fund managers just in time for the holiday season — but like a new puppy, the gift comes with a lot of responsibility. FINRA filed a proposed rule change to amend FINRA Rule 2210...more

Latham & Watkins LLP

FINRA Proposes to Relax Communications Rule for Institutional Investors and Qualified Purchasers

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The proposed amendment seeks to modify the existing framework of FINRA Rule 2210 to accommodate the use of certain projections and targeted returns. On November 13, 2023, the Financial Industry Regulatory Authority...more

Dorsey & Whitney LLP

SEC Adopts New Short Position and Short Activity Reporting Requirements

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The Securities and Exchange Commission (the “SEC”) adopted a new short position and short activity disclosure requirement under Rule 13f-2 of the Securities Exchange Act of 1934 (the “Exchange Act”). Under Rule 13f-2, an...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

Goodwin

California Law Requiring Female Directors on Public Company Boards Held Unconstitutional

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Ruling Follows Similar Decision on Underrepresented Minority Directors in April 2022 - A California court has held that California Senate Bill 826, which required that “publicly held” corporations that listed a California...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Short Sale Disclosure Rules

On February 25, 2022, the U.S. Securities and Exchange Commission (SEC) announced that it unanimously voted to approve proposed changes requiring certain institutional investment managers (managers) to report short...more

Venable LLP

SEC Proposes Sweeping Changes to Beneficial Ownership Reporting Requirements

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On February 10, 2022, the Securities and Exchange Commission (the "SEC") proposed amendments to Regulation 13D-G and Regulation S-T governing the reporting requirements of greater than 5% beneficial owners of shares of public...more

Kelley Drye & Warren LLP

Board Oversight of ESG: Beyond Disclosure

While pressure from institutional investors, such as BlackRock, Vanguard, and State Street, has contributed to increased focus and urgency on environmental, social, and governance (ESG) matters, so has pressure from...more

Skadden, Arps, Slate, Meagher & Flom LLP

Audio Interview: How Far Can the SEC Go?

Opponents of mandatory disclosures about climate risk and diversity will argue that they exceed the agency’s authority — a six-minute chat with Robert Stebbins, the SEC's general counsel until January....more

Kilpatrick

The Competing Factors Driving ESG Disclosures

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There has been mounting pressure on mandatory ESG disclosure in recent years that may reach a precipice in 2021 with a new SEC Chairman. The forces driving this pressure include institutional investors, fiduciary duties,...more

Latham & Watkins LLP

The Latham & Watkins Global IPO Guide - 2020 Edition

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This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Enters Election Year Focused on Key Initiatives

As Chairman Jay Clayton’s tenure at the Securities and Exchange Commission (SEC) likely enters its final year — regardless of the outcome of the next presidential election — the SEC remains focused on priorities such as...more

Mayer Brown Free Writings + Perspectives

SEC Commissioner Jackson Sends Letter to Congress

On November 18, 2019, Securities and Exchange Commission (the “SEC”) Commissioner Robert Jackson sent a letter to Representative Carolyn Maloney attributing the lack of public disclosure regarding the political spending...more

Cooley LLP

Blog: Jackson advocates transparency in political spending—by corporations and institutional investors

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In July, Representative Carolyn Maloney contacted SEC Commissioner Robert Jackson to solicit his views on legislation that would require public companies to disclose their corporate political spending. Jackson has now...more

King & Spalding

SEC Proposes Amendments to Financial Disclosures for Acquisitions and Dispositions

King & Spalding on

On May 3, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the financial disclosure requirements in Rules 3-05, 3-14 and Article 11 of Regulation S-X governing acquisitions and dispositions of...more

Orrick, Herrington & Sutcliffe LLP

What's New in Corporate Governance and Securities Law - October 18, 2019

Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more

Jones Day

SEC Proposes Exemption From Broker Registration for Certain Municipal Advisors - The U.S. Securities and Exchange Commission seeks...

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The U.S. Securities and Exchange Commission ("SEC") is seeking comments on a proposed exemptive order granting a conditional exemption from broker registration requirements for certain activities of municipal advisors....more

Dechert LLP

Unintended Consequences of Investing According to Environmental, Social and Governance Principles

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Institutional investors, asset managers and others in the financial services industry increasingly are adopting environmental, social and governance (“ESG”) investment principles to attract and retain business from socially...more

Perkins Coie

Preparing for the 2018 Public Company Reporting Season

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In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more

Dorsey & Whitney LLP

The Era of Private Ordering for Corporate Governance

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Following the 2016 election, corporate governance circles have focused intently on what will happen in the nation’s capital with regard to a potential roll back of the current regulatory regime. The Trump Administration...more

Morrison & Foerster LLP - Structured Products

Structured Thoughts: News for the financial services community, Volume 7, Issue 2

Is There a Standard Form of Rule 144A Representation Letter? - My file of Rule 144A representation letters has been growing fatter, and I‘m not sure why. I would have hoped that by now there would be just one great...more

Morrison & Foerster LLP - Structured Products

Structured Thoughts: News for the financial services community, Volume 6, Issue 6

U.S. Structured Warrant Programs: Introduction - U.S. and non-U.S. banks have offered structured warrants in the U.S. to address the needs of both institutional and high-net worth investors. This article will...more

Latham & Watkins LLP

Fees: Increasing Requirements for Disclosure Continue

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Outside money managers are facing increasing scrutiny about the value they provide, particularly since the 2008 financial crisis. In a previous publication from September 2014, we wrote that the US Securities and Exchange...more

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