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Securities Exchange Act Disclosure

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 -
Jenner & Block

Client Alert: Supreme Court Clarifies that Pure Omissions Under Item 303 of Reg. S-K Are Not Actionable Under Rule 10b–5(b)

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On April 12, 2024, in Macquarie Infrastructure Corp. v. Moab Partners, L.P., the US Supreme Court held that a company’s mere failure to disclose information required by management’s discussion and analysis (Item 303 of SEC...more

Jackson Lewis P.C.

$35M SEC Settlement Underscores Processes, Procedures Ensuring Appropriate Public Disclosures

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In a $35 million settlement that emphasizes the “S” for social in Environmental, Social and Corporate Governance (ESG) issues in public filings, publicly traded video game developer Activision Blizzard, Inc. has agreed with...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for February 2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources....more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for January 2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more

Vinson & Elkins LLP

Disclosure Controls and Whistleblower Provisions Remain a Priority: What Activision Blizzard’s $35 Million Workplace Misconduct...

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On February 3, 2023, the Securities and Exchange Commission (“SEC”) announced that Activision Blizzard Inc. (“Activision”) — the publicly traded video game developer and publisher of such well-known videogames as “Candy...more

Vinson & Elkins LLP

Not Lovin’ It: SEC’s Settlement With McDonald’s Former CEO Highlights Continued Focus on Executive-Related Disclosures

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On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more

Davies Ward Phillips & Vineberg LLP

SEC Adopts Amendments to Insider Trading Rules and Reporting Requirements

In late 2022, the U.S. Securities and Exchange Commission (SEC) adopted final amendments to certain rules and reporting requirements concerning insider trading arrangements, including Rule 10b5-1(c) under the Securities...more

Rivkin Radler LLP

Treasury Issues Final Rule on Disclosure of Beneficial Ownership

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In an effort to help prevent and combat money laundering, terrorist financing, corruption, tax fraud, and other illicit activity, the United States Department of the Treasury just issued a final rule [RIN: 1506-AB49]. ...more

Vinson & Elkins LLP

The SEC Closes the Cookie Jar - Recent SEC Enforcement Activity Reaffirms Focus on Improper Earnings Management

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On April 18, 2021, the Securities and Exchange Commission (“SEC”) announced the fourth enforcement action arising from its EPS Initiative, charging Rollins Inc. (“Rollins”) and its former chief financial officer (“CFO”) with...more

Bradley Arant Boult Cummings LLP

SEC Proposes Significant Amendments to Rule 10b5-1 Trading Plans for Corporate Insiders

On December 15, 2021, the Securities and Exchange Commission (SEC) issued proposed amendments to Rule 10b5-1, an SEC rule that provides an affirmative defense to insider trading liability in circumstances where trading was...more

Vinson & Elkins LLP

The SEC’s Enforcement Interest in SPACs Continues as the Commission Announces Another SPAC Settlement; And Beware of Disclosure by...

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Earlier this week, the Securities and Exchange Commission (“SEC”) announced a $125 million settlement of charges against Nikola Corporation (“Nikola”), a publicly-traded company created through a special purpose acquisition...more

Lowenstein Sandler LLP

SEC Proposes Conditional Broker Exemption For Finders

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What You Need To Know: •The SEC proposes to exempt two types of Finders from broker-dealer registration pursuant if they satisfy certain conditions. •Tier I Finders may provide potential investors’ contact information to...more

Morrison & Foerster LLP

News Round Up - March 2017

Changes Afoot? - President Trump has issued a number of orders that have as their aim reducing regulatory burdens. For example, there is the January 30, 2017 “two for one” order, which contemplates that, for each new rule...more

Burr & Forman

SEC ALJ Slams Bebo; Summarily Denies ConLaw Challenge

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Laurie Bebo, CEO of Assisted Living Concepts, initially got some sympathetic words from the U.S. District Judge who felt constrained to turn away her constitutional challenge to the SEC’s administrative forum: The Court...more

Sheppard Mullin Richter & Hampton LLP

Fourth Circuit Affirms Dismissal of Securities Fraud Complaint Where Inference of Scienter Was Not Sufficiently Strong

In Yates v. Municipal Mortgage & Equity, LLC, No. 12-2496 (4th Cir. Mar. 7, 2014), the United States Court of Appeals for the Fourth Circuit affirmed the dismissal of a securities fraud claim under Section 10(b) of the...more

Stinson - Corporate & Securities Law Blog

IRANNOTICEs Begin To Roll Into The SEC

A number of companies have filed IRANNOTICEs on EDGAR with the SEC (thanks to Broc Romanek for pointing this out). The notices reference disclosures made in annual reports pursuant to Section 219 of the Iran Threat Reduction...more

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