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Securities Exchange Act › Compliance › Disclosure Requirements

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 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 Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on

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

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

Venable LLP on

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

Proskauer Rose LLP

SEC Adopts New Short Sale Disclosure Rule

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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

Keating Muething & Klekamp PLL

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

Keating Muething & Klekamp PLL on

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

Eversheds Sutherland (US) LLP

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

Eversheds Sutherland (US) LLP on

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

Husch Blackwell LLP

Preparing for December 1 Compliance with NYSE and Nasdaq Clawback Policy Listing Standards

Husch Blackwell LLP on

On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more

Seward & Kissel LLP

SEC Adopts Amendments to Increase Proxy Voting Transparency

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The Securities and Exchange Commission (SEC) recently adopted rule and form amendments (Amendments) under the Investment Company Act of 1940 to enhance the information that mutual funds, exchange-traded funds, and other...more

Dechert LLP

SEC Adopts Final Rules to Enhance the Reporting of Proxy Votes by Registered Management Investment Companies and Require the...

Dechert LLP on

On November 2, 2022, the Securities and Exchange Commission, by a three-to-two vote, adopted amendments to Form N-PX under the Investment Company Act of 1940, to improve the utility to investors of proxy voting information...more

Allen Matkins

Does Anybody Really Know When Form SR Will Be Due?  Does Anybody Really Care (Care About Time)?

Allen Matkins on

The Securities and Exchange Commission recently proposed to amend its rules to require issuers to disclose share repurchases on a new Form SR which must be furnished "before the end of the first business day on which the...more

BCLP

Disclosure Controls and Procedures - Not Just a Quarterly Certification

BCLP on

On June 15, 2021, the SEC announced that it had settled charges against First American Financial Corporation for failures in First American’s disclosure controls and procedures. Rule 13a-15(a) under the Exchange Act requires...more

Winstead PC

It’s the Final Countdown: Being Prepared for Regulation Best Interest

Winstead PC on

Last year the U.S. Securities and Exchange Commission (“SEC”) approved Regulation Best Interest (“Reg BI”). Reg BI requires broker-dealers and their associated persons to act in “the best interest” of a retail customer when...more

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: 2019 Mid-Year Update

Jones Day on

We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper primarily focuses on the U.S. Securities and Exchange Commission's enforcement...more

K&L Gates LLP

U.S. SEC Proposes Liquidity Risk Management Programs, Optional “Swing Pricing,” and Liquidity Reporting for Mutual Funds and...

K&L Gates LLP on

On September 22, 2015, the Securities and Exchange Commission (“SEC”) proposed a new rule and amendments to rules and reporting forms under the Investment Company Act of 1940 (the “1940 Act”), designed to standardize...more

Orrick - Finance 20/20

SEC Updates Compliance and Disclosure Interpretations for Legacy Deals

Orrick - Finance 20/20 on

On September 16, the SEC released its updated compliance and disclosure interpretations for the rules adopted under Regulation AB, the Securities Act and the Exchange Act. Among others, the updated interpretation clarified...more

BakerHostetler

SEC Adopts Pay Ratio Rules

BakerHostetler on

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

Katten Muchin Rosenman LLP

SEC Division of Corporation Finance Issues New C&DIs Relating to New “Regulation A+”

Katten Muchin Rosenman LLP on

On June 23, the Securities and Exchange Commission’s Division of Corporation Finance issued new Compliance and Disclosure Interpretations (C&DIs) relating to the recently expanded Regulation A, commonly referred to as...more

Stinson - Corporate & Securities Law Blog

SEC Publishes 11 Regulation A+ CD&Is

Stinson - Corporate & Securities Law Blog on

The SEC has published 11 Compliance and Disclosure Interpretations related to Regulation A+ — numbered 182.01 through 182.11 under Securities Act Rules. Highlights are: - Twitter is allowed for testing the waters! ...more

Stinson - Corporate & Securities Law Blog

New Rule 506 FAQs: 20% Beneficial Owners, 506(e) Disclosure

Stinson - Corporate & Securities Law Blog on

As we’ve described previously, new Rule 506(d) imposes a number of bad actor disqualifications on certain persons that are associated with the issuer, including officers, directors, and 20% beneficial owners. On January 3,...more

Allen Matkins

New Rule 506 C&DI’s Require Some Explaining

Allen Matkins on

Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. ...more

Smith Anderson

New Reporting Requirements Under the Iran Threat Reduction and Syria Human Rights Act of 2012

Smith Anderson on

On August 10, 2012, the United States delivered its latest economic blow to Iran by enacting the Iran Threat Reduction and Syria Human Rights Act of 2012. U.S. companies have long been forbidden from engaging in most...more

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