News & Analysis as of

Section 16

Troutman Pepper

Foreign Private Issuers Escape Potential Section 16 Reporting Obligations … For Now

Troutman Pepper on

Foreign private issuers (FPIs) may have dodged a bullet on December 7 after Congress scrapped a proposal to impose the reporting obligations under Section 16 of the Exchange Act of 1934, as amended (Exchange Act), on FPIs...more

Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Provides Guidance on SEC Rule 16b-3 Short-Swing Profit Liability Exemption

In Roth v. Foris Ventures, LLC, Nos. 22-16632, 22-16633, 2023 U.S. App. LEXIS 30081 (9th Cir. Nov. 13, 2023), the United States Court of Appeals for the Ninth Circuit partially reversed the dismissal of a shareholder...more

Allen Matkins

How Long Is Six Months?

Allen Matkins on

Statutory time periods can be ambiguous.  For example, what does "six months" mean when one month has 28 or 29 days, other months have 30 days and still others have 31 days....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

ACA Group

Investment Advisor Annual Compliance “To Do” List

ACA Group on

Regulatory Deadlines for Investment Advisors - Foreside compiled a list of regulatory deadlines and filing requirements for U.S. investment advisors, including advisors to private and U.S. registered mutual funds and those...more

ACA Group

Investment Adviser Compliance “To Do” List for 2021

ACA Group on

Regulatory Deadlines for Investment Advisers - Hardin Compliance Consulting compiled a list of regulatory deadlines for U.S. registered investment advisers, including advisers to private and U.S. registered mutual funds...more

Akin Gump Strauss Hauer & Feld LLP

Second Circuit Provides Guidance on Delegation of Beneficial Ownership in Short-Swing Trading Case Brought Under Section 16 of the...

In a recent precedential decision, the 2nd Circuit held that funds could delegate beneficial ownership to their investment managers, thereby eliminating the funds’ disgorgement liability under Section 16(b) of the Securities...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - January 2020

Stoel Rives LLP on

The SEC proposed to amend the definition of “accredited investor” here. For those who have consciously avoided knowing anything about securities law, and who presumably are reading this client alert by accident, the offer and...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

Kramer Levin Naftalis & Frankel LLP

Simplifying Section 16

On March 20, 2019, the Securities and Exchange Commission issued a release (the Release) adopting amendments to Regulation S-K in an effort to modernize and simplify disclosure requirements. The rule changes became effective...more

McDermott Will & Emery

SEC Adopts Modernization and Simplification of Regulation S-K

McDermott Will & Emery on

On March 20, 2019, the SEC adopted amendments to existing rules that, among other provisions, permit the omission of certain confidential information from material contracts without separately requesting confidential...more

Sheppard Mullin Richter & Hampton LLP

Third Circuit Rejects State’s Bid for Attorney’s Fees in Hospital Merger Dispute

On January 23, 2019, the U.S. Court of Appeals for the Third Circuit (“Third Circuit”) issued an opinion denying the Commonwealth of Pennsylvania the right to recover attorney’s fees after it had successfully blocked a...more

Proskauer Rose LLP

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 3: Special Issues under Sections 13(d) and 16 for...

Proskauer Rose LLP on

The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more

Skadden, Arps, Slate, Meagher & Flom LLP

2019 Compensation Committee Handbook

The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. The fifth edition of the Compensation Committee Handbook, authored by our Executive Compensation and Benefits Group,...more

Mayer Brown Free Writings + Perspectives

Companies with Non-Voting Stock

In a paper titled, “The Importance of Inferior Voting Rights in Dual-Class Firms,” author Dov Solomon focuses on companies with a class of non-voting stock. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Section 162(m) After the Tax Cuts and Jobs Act: What to Do Now

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the Act), which includes significant changes to the executive compensation deduction rules in Section 162(m) of the Internal Revenue Code (Code)...more

Jones Day

SEC Proposes Modernization and Simplification of Regulation S-K

Jones Day on

The Situation: In an effort to reduce compliance and cost burdens, the SEC has proposed amendments to some of the rules and forms associated with Regulation S-K. The Result: The proposed modifications relate to property...more

Stinson - Corporate & Securities Law Blog

SEC Fines Director $25,000 for Two Missed Section 16 Filings

In a settled enforcement action, the SEC assessed a civil money penalty against a director of Medient Studios, Inc. for two missed Section 16 filings. But there was really only one transaction that was missed. One was a...more

Sullivan & Worcester

Simplification of Regulation S-K - Proposed Rules

Sullivan & Worcester on

The SEC has proposed a series of amendments to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies, particularly those disclosure requirements under Regulation...more

Proskauer Rose LLP

New Developments on the Scope of the Registered Investment Adviser Exemption under Section 16 of Exchange Act

Proskauer Rose LLP on

Hedge funds and other private investment funds can take advantage of the exemption for registered investment advisers (RIAs) under Exchange Act Rule 16a-1(a)(1)(v), the "RIA Exemption." While the exemption can be helpful, it...more

Sullivan & Worcester

What Are The Reporting Obligations Under Section 16?

Sullivan & Worcester on

Most in-house counsel of public companies are very familiar with the reporting obligations required by the trifecta – Form 8-Ks, Form 10-Qs and Form 10-Ks – but they oftentimes rely on outside counsel to help determine...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Toehold Accumulations: Further Convergence Between Private Equity and Hedge Fund Strategies

Over the past few years, private equity funds and hedge funds have increasingly employed tactics traditionally employed by the other as part of their value maximization strategies. Underscoring this convergence has been a...more

Parker Poe Adams & Bernstein LLP

Section 16 Reporting: The SEC is Watching

It is easy to become complacent about Section 16 reporting. Sometimes it seems that the only people paying any attention to Forms 3, 4 and 5 are plaintiffs’ attorneys looking for short-swing profit transactions. Does the SEC...more

Stinson - Corporate & Securities Law Blog

SEC Sends Another Message on Section 16 Filings

In connection with a partial settlement of alleged fraudulent activities, the SEC charged three directors of a company associated with the fraud that did not participate in the fraud with failing to make Section 16 filings....more

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Updated: Dec 28, 2021:

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Privacy Officer
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150 Harbor Drive, #2760
Sausalito, CA 94965

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Privacy Officer
JD Supra, LLC
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Sausalito, CA 94965

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