The Deal Video: Pepper Hamilton's Ed Dartley Talks Valuations
On December 19, 2023, the US Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC) share repurchase disclosure rules, which were adopted in May 2023 and became effective on July 31,...more
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
On October 30, 2023, after continued pressure from legislators and industry participants—and a recent lawsuit—the SEC issued an order providing relief for fixed-income securities sold pursuant to Rule 144A from the public...more
On October 13, 2023, the Securities and Exchange Commission adopted new Rule 13f-2 to require monthly reporting of short sale positions and activity data on new Form SHO by institutional investment managers. The new rules...more
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
On May 3, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to its existing rules regarding disclosures about purchases of an issuer's equity securities by or on behalf of the issuer or an affiliated...more
On May 3, 2023, the Securities and Exchange Commission adopted amendments to Item 703 of Regulation S-K which were proposed in December 2021 as part of the SEC’s goal of “improving the quality, relevance and timeliness” of...more
On May 3, 2023, the U.S. Securities and Exchange Commission adopted rule amendments requiring enhanced disclosures pertaining to issuers’ repurchases of equity securities. The new rules, prompted by a perception that some...more
On Dec. 14, 2022, the SEC voted to adopt amendments to Rule 10b5-1 and to enhance disclosure requirements, in an attempt to establish meaningful guardrails around the use of Rule 10b5-1 trading plans and strengthen...more
On December 14, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules (1) adding new conditions applicable to Rule 10b5-1 trading plans, (2) requiring disclosure of insider trading policies and...more
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
As expected, the U.S. Securities and Exchange Commission released two significant rule proposals for issuers on December 15, 2021—one regarding issuer share repurchases and the other regarding issuer and director and officer...more
On December 15, 2021, the Securities and Exchange Commission (SEC) proposed amendments to modernize and improve disclosure about repurchases of an issuer’s equity securities that are registered under Section 12 of the...more
On December 15, the SEC proposed rules to address two stated priorities for the agency under Chair Gary Gensler: modernizing disclosure of share repurchases and curbing perceived abuses around Rule 10b5-1 and insider trading....more
The SEC is considering new rules that would require public position reporting and other requirements for security-based swaps. On December 15, 2021, the SEC proposed three rules under the Securities Exchange Act to...more
The Financial Industry Regulatory Authority (“FINRA”) on October 6, 2021, published a regulatory notice (“Notice”) requesting comment on a proposal requiring broker-dealers to publish quarterly order routing disclosure...more
The Securities and Exchange Commission (the “SEC”) recently proposed temporary rules that would permit companies to offer equity compensation to “platform workers” who provide services available through the company’s...more
The SEC recently voted to approve proposed amendments to Rule 701 and Form S-8 governing the offer or sale of securities to employees through compensation programs. The proposed amendments provide for a temporary, five-year...more
The U.S. Securities and Exchange Commission has issued Release No. 33-10891 proposing amendments to Securities Act Rule 701, which provides an exemption from registration for the issuance of compensatory securities by private...more
As health organizations and governments around the world work to contain the coronavirus (COVID-19), businesses should be mindful of the various ways the virus may impact their operations and employees. The wide range of...more
On December 18, 2018, the Securities and Exchange Commission (SEC) adopted final rules that will require hedging policy disclosures. The new rules, mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer...more
On December 18, 2018, the SEC approved final rules on hedging that require companies to disclose practices or policies related to the ability of employees or directors to engage in hedging transactions with respect to a...more
Starting a new brewery takes money. Is crowdfunding the way to raise the funds you need? Crowdfunding allows a company to raise money online without registration under securities laws. There are other exemptions from...more
FINRA rules addressing conflicts of interest relating to the publication of equity research reports become effective on September 25, 2015, or December 24, 2015. Corresponding rules for debt research reports become effective...more
The new rules retain many of the current rules’ core requirements, but expand certain obligations and impose requirements on debt research activities for the first time. On August 26, 2015, the Financial Industry...more