Securities Exchange Act, Comment Period

SEC opens comments for new “green governance” exchange

Orrick, Herrington & Sutcliffe LLP on 8/5/2024

On July 23, the Federal Register published a notice requesting comments about an application to establish a new sustainability-focused securities exchange. The applicant filed a Form 1 application with the SEC to seek...more

Recent PCAOB Developments for Audit Committee and Companies

WilmerHale on 10/30/2023

The Public Company Accounting Oversight Board (PCAOB) has had one of its busiest years in recent memory, including with respect to standard setting, inspections and enforcement. Below is a summary of notable developments that...more

SEC Adopts Amendments to Issuer Repurchase Disclosure

WilmerHale on 5/9/2023

On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more

The SEC Redefines “Exchange”: An Act in Three Parts

Morrison & Foerster LLP on 5/4/2023

On April 14, 2023, the Securities and Exchange Commission (SEC) reopened the comment period on proposed amendments to Rule 3b-16 under the Securities Exchange Act of 1934 (the “Exchange Act”) (the “Amendments”). The...more

SEC opens comment period on defining “exchange”

Orrick, Herrington & Sutcliffe LLP on 4/24/2023

On April 14, the SEC reopened the comment period on proposed amendments to the statutory definition of “exchange” under Exchange Act rule 3b-16, which now includes systems that facilitate the trading of crypto asset...more

SEC's Order Competition Rule Is Regulation By Speculation

Carlton Fields on 3/7/2023

In December, the U.S. Securities and Exchange Commission issued four rule proposals that would fundamentally transform our nation’s equity markets. The comment period ends March 31, and while the final rules may take...more

SEC "Gift" to the Industry: Four Market Structure Proposals, 3-2 Votes (In Part), but No Partridge in a Pear Tree

Goodwin on 12/16/2022

On December 14, 2022, the SEC proposed four separate equity market structure rulemakings, each of which, if adopted, will have significant effects on the markets and various industry participants. While designed to address...more

Revisiting Shareholder Proposal Exclusions

Paul Hastings LLP on 7/29/2022

On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “Proposed Amendments”) to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would revise...more

SEC Revisits Shareholder Proposal Rule

WilmerHale on 7/26/2022

The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more

SEC Extends Comment Periods for Recent Rulemakings. Applaud the Move or Criticize the Need To Take Action At All?

Goodwin on 5/11/2022

On May 9, 2022, the SEC extended the comment periods for proposed rulemaking on climate-related disclosures and reopened the comment period for proposed rulemaking relating to private funds and what it means to be an...more

SEC’s Proposals to Modernize Beneficial Ownership Reporting May Complicate Enforcement of REIT Charter Ownership Limitations

Goodwin on 5/10/2022

On February 10, 2022, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments designed to modernize the rules governing beneficial ownership reporting. Section 13 of the Securities Exchange Act of 1934, as...more

The SEC Proposes a Revised Definition of “Dealer” Intended to Capture, Among Others, High Frequency Traders a/k/a “Flash Boys”

Patterson Belknap Webb & Tyler LLP on 4/18/2022

On March 28, 2022, the Securities and Exchange Commission announced proposed changes to Exchange Act Rules that would expand the scope of which market participants the SEC considers to be a “dealer” or “government securities...more

SEC Issues Climate-Related Risk Disclosure Rule Proposal

K&L Gates LLP on 3/25/2022

The Biden administration has prioritized environmental, social, and governance (ESG) risks to capital markets, particularly climate-related financial risks (discussed in our previous alert, Biden Administration ESG Activity...more

SEC proposes modernization of beneficial ownership reporting rules under Exchange Act Section 13

Hogan Lovells on 3/18/2022

The SEC recently published its long-awaited proposal to amend Regulation 13D-G under the Exchange Act to modernize the SEC’s requirements for reporting beneficial ownership of securities. The SEC expects that the proposed...more

SEC Proposes to Redefine “Exchange” - New Definition Could Subject Blockchain Crypto Platforms to SEC Regulation

Womble Bond Dickinson on 3/11/2022

The Securities and Exchange Commission (“SEC” or “Commission”) has released a proposal to amend Exchange Act Rule 3b-16, Regulation ATS, and Regulation SCI. Criticized by SEC Commissioner Hester Peirce as “too wide-ranging”...more

SEC Proposes Changes to Regulation ATS for Communication Protocol Systems

Morgan Lewis on 2/16/2022

The US Securities and Exchange Commission (SEC) has proposed a sweeping expansion in how it defines securities exchanges to capture digital asset platforms, request-for-quote platforms, indication-of-interest platforms (IOI),...more

SEC Proposes Significant New Regulatory Obligations for Communication Protocol Systems and Government Securities ATSs

WilmerHale on 2/10/2022

The Securities and Exchange Commission (SEC) proposed significant changes to the regulation of securities trading systems that use non-firm trading interest and alternative trading systems (ATSs) that trade government...more

SEC Proposes Stricter Requirements for the Rule 10b5-1 Affirmative Defense

Latham & Watkins LLP on 1/10/2022

The Proposal would have a significant impact on current practices surrounding the use of Rule 10b5-1 plans by public companies and insiders. On December 15, 2021, the Securities and Exchange Commission (SEC) issued a set...more

SEC Proposes Rules to Modernize Share Repurchase Disclosures

WilmerHale on 12/28/2021

On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more

SEC Revives Proposed Antifraud Rule for Security-Based Swap Transactions

Skadden, Arps, Slate, Meagher & Flom LLP on 12/23/2021

On December 15, 2021, the Securities and Exchange Commission (SEC) re-proposed for comment Rule 9j-1 (Rule), an antifraud provision for security-based swaps (SBS) initially proposed in 2010. In the same release, the SEC also...more

SEC proposals re: repurchase plan disclosures

Sullivan & Worcester on 12/16/2021

The SEC today proposed rule changes regarding the disclosure of share repurchase plans. The proposed rules would require an issuer to provide a new Form SR before the end of the first business day following the day the issuer...more

SEC Reopens Comments on Compensation Clawbacks

Stinson - Corporate & Securities Law Blog on 10/15/2021

In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the SEC to adopt rules directing the national securities exchanges...more

The SEC Issues Statement and Requests Comment Regarding the Custody of Digital Asset Securities by Special Purpose Broker-Dealers

WilmerHale on 2/2/2021

On December 23, 2020, the Securities and Exchange Commission (SEC or Commission) issued a statement (Statement) regarding the custody of digital assets that are “securities” under the federal securities laws. The Statement...more

Digital asset securities: broker-dealer custody issues

Eversheds Sutherland (US) LLP on 1/13/2021

As 2020 came to a close, the issue of how digital asset securities can be custodied by US broker-dealers became clearer, at least from a regulatory standpoint. In a release issued pursuant to the Securities Exchange Act of...more

OCC Proposes Rules for CRA Benchmarks and Fair Access

Goodwin on 11/30/2020

In the News. The Office of the Comptroller of the Currency (OCC) issued a long-awaited rule seeking comment on its proposed approach to determine the Community Reinvestment Act (CRA) evaluation measure benchmarks, retail...more

Securities Exchange Act › Comment Period

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