News & Analysis as of September 22, 2024

Corporate Governance

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on 9/4/2024

The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

December 1 Deadline Nears for Adoption of Clawback Policies

Venable LLP on 11/16/2023

Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

SEC Adopts Amendments to Rules Governing Schedule 13D and Schedule 13G Beneficial Ownership Reporting

Goodwin on 10/23/2023

On October 10, 2023, the US Securities and Exchange Commission (the “SEC”) adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange...more

Securities Snapshot: 3rd Quarter 2023 - What You Need to Know About The SEC's Latest Rulemaking

Keating Muething & Klekamp PLL on 10/2/2023

The weather may be cooling down, but the Securities and Exchange Commission (“SEC”) did not cool down its pace of rulemaking during the third quarter of 2023. The SEC adopted its highly anticipated cybersecurity disclosure...more

SEC adopts new rules to expand public company disclosure relating to cybersecurity by year end

Eversheds Sutherland (US) LLP on 8/2/2023

On July 26, 2023, the US Securities and Exchange Commission (SEC) released final rules requiring disclosure by public companies of material cybersecurity incidents and policies and procedures related to cybersecurity risk...more

Nutter Securities Enforcement Update: March 1, 2023

Nutter McClennen & Fish LLP on 7/5/2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Nutter Securities Enforcement Update: April 1, 2023

Nutter McClennen & Fish LLP on 7/5/2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Nutter Securities Enforcement Update: May 1, 2023

Nutter McClennen & Fish LLP on 7/5/2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Nutter Securities Enforcement Update: July 1, 2023

Nutter McClennen & Fish LLP on 7/1/2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more

SEC approves executive officer incentive compensation clawback rules

BCLP on 10/28/2022

On October 26, 2022, the SEC – by a 3-2 vote – approved final rules directing the NYSE, Nasdaq and other stock exchanges to adopt requirements for listed companies to develop and implement clawback, or recovery, policies that...more

SEC Risk Alert Provides Insight Into Examinations Related To ESG Investing

Morrison & Foerster LLP on 4/16/2021

On April 9, 2021, the SEC’s Division of Examinations (“EXAMS”) published a Risk Alert summarizing its observations from recent examinations of investment advisers, registered investment companies, and private funds engaged in...more

SEC Creates New File Transfer System for Supplemental Materials and Rule 83 Confidential Treatment Requests

Dorsey & Whitney LLP on 8/13/2020

The SEC announced last week that in light of COVID-19 concerns, the Division of Corporation Finance is providing a temporary secure file transfer process for the submission of (i) supplemental materials that are requested by...more

Can This Bylaw Provision Eliminate Shareholder Proposals?

Allen Matkins on 5/21/2020

Rule 14a-8 under the Securities Exchange Act of 1934 requires companies that are subject to the federal proxy rules to include shareholder proposals in their own proxy statements to shareholders, subject to certain procedural...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States

Latham & Watkins LLP on 9/11/2018

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Whistleblower Hotlines: Still a Vital Tool

NAVEX on 5/31/2017

Recently the chief compliance officer of a global company asked me: does a company need a telephone-based whistleblower hotline anymore? In our all-technology, all-the-time world, could a company phase out telephone hotlines...more

SEC Adopts Pay Ratio Rules

BakerHostetler on 8/21/2015

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...more

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