Nonprofit Quick Tip: State Filings in Kentucky and Tennessee
Assured Guaranty Municipal Corp. (AGM) merged into Assured Guaranty Inc. (AG) on August 1, 2024. Issuers with outstanding bonds insured by a policy from AGM need to ensure a material event notice is timely filed on EMMA...more
Regular visitors to SEC.gov know this already, but the Commission has reformatted and reorganized its website. SEC practitioners everywhere have long recognized the site as an indispensable resource. Users are afforded...more
New Rule 14Ad-1 takes effect on July 1, 2024, with filing of Form N-PX due on August 31, 2024, for votes during the July 1, 2023 to June 30, 2024 reporting period. ...more
Investment managers required to file Form N-PX pursuant to Rule 14Ad-1 of the Securities Exchange Act of 1934, as amended, will face their initial Form N-PX filing deadline on August 31, 2024. Although the filing obligation...more
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
FINRA’s guidance sheds further light on the new rule, which will permit firms to elect “non-branch” designation for a private residence where an associated person conducts specified supervisory activities....more
Despite congressional leaders reaching a deal on Wednesday for a short-term stopgap funding extension, public reporting companies and Regulation A issuers are still left in limbo as the bill, if passed, will only extend...more
On February 8, the US Securities and Exchange Commission (SEC) along with the Commodity Futures Trading Commission (CFTC) jointly adopted amendments to Form PF. The amendments amount to an increase in the SEC’s already robust...more
New Rule 14Ad-1 requires all institutional investment managers (i.e., including registered investment advisers that manage client assets-see below) that are 13F filers to report say-on-pay votes on the new version of Form...more
INVESTMENT ADVISERS - Annual Compliance Reviews - All investment advisers registered with the Securities and Exchange Commission (“SEC”) or at the state level are required to review their compliance policies and...more
Editor’s note: This is an updated version of our January 12, 2023, client alert. This update covers new staff SEC guidance addressing the options companies have when existing confidential treatment orders approach expiration....more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
Filing Deadlines For Calendar Year Companies...more
On November 22, 2023, the SEC issued an order postponing the effective date of rules that would require issuers to include detailed disclosures in periodic reports related to their share repurchases (the “Repurchase Rule”)....more
On October 10, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted certain of its proposed changes to modernize the rules governing beneficial ownership reporting. However, not all proposed rules were adopted;...more
On September 27, 2023, the SEC announced a series of enforcement actions against six officers, directors and major stockholders of public companies, as well as five companies, for repeated failures to report information...more
A good reminder that the SEC pays attention (at least occasionally) to late Form 4s, 13Gs etc.: https://www.sec.gov/news/press-release/2023-201?utm_medium=email&utm_source=govdelivery...more
On September 27, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued 10 new Compliance & Disclosure Interpretations (C&DIs) relating to the pay-versus-performance (PVP)...more
On September 20, 2023, the Securities and Exchange Commission (“SEC”) adopted amendments to Rule 35d-1[1] (the “Names Rule”) under the Investment Company Act of 1940, as amended (“1940 Act”), as well as amendments to certain...more
The Securities and Exchange Commission (“SEC”) adopted the final rules (the “Final Rules”) on July 26, 2023 that will require disclosure of material cybersecurity incidents, cybersecurity risk management, strategy, and...more
On August 25, 2023, the staff of the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued guidance to address certain open questions on the amendments to Rule 10b5-1 and related disclosure...more
On August 30, 2023, the staff of the U.S. Securities and Exchange Commission posted three compliance and disclosure interpretations (“C&DIs”) providing guidance on Form F-SR. Form F-SR is the new form for a foreign private...more
Closed-End Fund Activism Update - Activist investors continue to take large positions in closed-end funds and engage in disruptive activity that may be harmful to long-term shareholders of retail closed-end funds. This...more
The U.S. Securities and Exchange Commission (SEC) adopted final rules on July 26, 2023, requiring public companies to provide current disclosure, within what may be a short time window, about material cybersecurity incidents...more
On July 26, the Securities and Exchange Commission (“SEC”) finalized a much anticipated rule addressing cybersecurity risk management, strategy, governance, and incident disclosure. Public companies registered with the SEC...more