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Securities Exchange Act › New Guidance

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 -
BCLP

Driving Force - More fines, more admissions, more monitors: what is the future of CFTC enforcement?

BCLP on

In a recent speech given at New York University’s School of Law, the Commodity Futures Trading Commission’s (CFTC’s) Director of Enforcement, Ian McGinley, unveiled a new advisory concerning penalties, monitors and admissions...more

Holland & Knight LLP

Do Not Delete: SEC and DOJ Send Serious Messages on Preserving Ephemeral Communications

Holland & Knight LLP on

Ages ago, hieroglyphics were painstakingly etched into stone. They communicated various types of messages, from fables to business transactions, and lasted thousands of years. Today, we still communicate the same type of...more

Goodwin

FinCEN Proposes Form of Report to Collect Beneficial Ownership Information and Application to Obtain FinCEN Identifiers

Goodwin on

Regulatory Developments - FinCEN Proposes Form of Report to Collect Beneficial Ownership Information and Application to Obtain FinCEN Identifiers - On January 17, FinCEN proposed a form of report to collect beneficial...more

BakerHostetler

Disclosing Cryptocurrency Risks: SEC Comment Letter Puts Companies On Notice

BakerHostetler on

The U.S. Securities and Exchange Commission (SEC) Division of Corporation Finance (CorpFin) recently issued guidance (Guidance), including a “Dear Issuer” Sample Letter (Sample Letter) to assist companies in meeting their...more

Goodwin

The Federal Deposit Insurance Corporation (FDIC) Issued Guidance Regarding FDIC Insurance and Crypto Assets

Goodwin on

On July 29, the FDIC issued a Fact Sheet and Advisory (collectively, the Published Documents) regarding FDIC deposit insurance and crypto assets. The Published Documents emphasize that FDIC deposit insurance does not apply...more

Hogan Lovells

SEC staff issues new guidance on shareholder proposals involving social policy issues - SEC Update

Hogan Lovells on

On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more

BCLP

Excluding a Shareholder Proposal? Not So Fast…

BCLP on

The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act.  Specifically, the...more

Womble Bond Dickinson

SEC Releases Shareholder Proposal Staff Legal Bulletin Regarding Rule 14a-8 Under the Exchange Act

Womble Bond Dickinson on

On November 3, 2021, the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities Exchange Commission (“SEC”) released Shareholder Proposals: Staff Legal Bulletin No. 14L(CF) (the “SLB”) to provide information for...more

Fenwick & West LLP

SEC’s New Guidance on Liability Risks Likens SPACs to IPOs

Fenwick & West LLP on

John Coates, Acting Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), issued a public statement providing insight into the SEC’s views on the application of federal...more

Latham & Watkins LLP

SEC Issues Guidance for Broker-Dealer Custody of Digital Assets

Latham & Watkins LLP on

In a year-end change of course, the SEC identified the minimum steps that broker-dealers must take when acting as custodians of digital asset securities. On December 23, 2020, the US Securities and Exchange Commission (SEC)...more

Kramer Levin Naftalis & Frankel LLP

SEC Adopts Amendments to Shareholder Proposal Rule

Kramer Levin Naftalis & Frankel LLP on

On September 23, the Securities and Exchange Commission adopted amendments to the “shareholder proposal rule” set forth in Rule 14a-8 of the Securities Exchange Act of 1934, which governs the process for a shareholder to have...more

Stinson - Corporate & Securities Law Blog

SEC Modifies Shareholder Proposals Framework

Stinson - Corporate & Securities Law Blog on

On September 23rd, the Commission adopted rules altering the shareholder proposals submission (and re-submission) framework under Rule 14a-8 of the Exchange Act for the first time in over twenty years....more

Proskauer - Tax Talks

New Guidance Allows Publicly-Offered REITs and RICs to Issue up to 90% of Qualifying Dividends in the REIT or RIC’s Own Stock...

Proskauer - Tax Talks on

On May 4, 2020, the IRS issued Revenue Procedure 2020-19, which temporarily allows a publicly-offered REIT or RIC to pay as much as 90% of a distribution in its own stock (rather than cash or other property) and still have...more

Morrison & Foerster LLP

U.S. SEC Staff Issues Guidance Regarding On-Going Exchange Act Reporting And Registered Securities Offerings In Light Of COVID-19

Morrison & Foerster LLP on

On May 4, 2020, the U.S. SEC’s Division of Corporation Finance (the “Staff”) published four “FAQs” relating to the application of the Commission’s March 25, 2020 Order (the “COVID-19 Order”) providing extended deadlines for...more

Jones Day

Court Ruling May Shift the Contours of Shareholder Proposal Litigation Under Rule 14a-8

Jones Day on

The Situation: Late last year, a shareholder sued NorthWestern Corporation ("NWE") to compel the company to include a climate-change related proposal in its 2020 proxy materials after NWE had notified the staff of the...more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on the Latest FINRA Guidance on CAB Rules and Fees; New HSR Filing...

Katten Muchin Rosenman LLP on

SEC/CORPORATE - SEC Proposes Amendments to Financial Disclosure in Regulation S-K and Issues New Guidance - On January 30, the Securities and Exchange Commission voted to propose amendments to certain financial...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues CF Disclosure Guidance on Confidential Treatment Requests

Skadden, Arps, Slate, Meagher & Flom LLP on

In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission issued new "CF Disclosure Guidance: Topic No. 7" (Guidance) regarding confidential treatment requests pursuant to...more

Eversheds Sutherland (US) LLP

Considerations for the 2020 proxy season

Eversheds Sutherland (US) LLP on

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more

Snell & Wilmer

Recent Developments and Other Considerations

Snell & Wilmer on

Caremark Developments -- Do You Know What You Don’t Know? In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more

Perkins Coie

SEC Staff Provides Additional Guidance on Shareholder Proposals

Perkins Coie on

The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more

Proskauer Rose LLP

SEC Proposes Expedited Exemptive Relief Process and SEC Staff Issues Guidance on Repurchase Offers by Non-Traded BDCs

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The Securities and Exchange Commission (the "Commission") and the staff of its Division of Investment Management (the "Staff") have recently taken two actions that may prove beneficial to registered funds and business...more

Wilson Sonsini Goodrich & Rosati

SEC Staff Issues Another Staff Legal Bulletin on Shareholder Proposals

Wilson Sonsini Goodrich & Rosati on

On October 16, 2019, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) published Staff Legal Bulletin (SLB) No. 14K providing guidance on Rule 14a-8 under the Securities Exchange...more

BCLP

Securities and Corporate Governance Update – October 2019

BCLP on

This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. In this edition, we review: ...SEC Changes Approach to Shareholder Proposal No-Action Requests ...SEC Issues...more

Dorsey & Whitney LLP

Observations and Recommendations on the SEC’s Recent Process Changes for Excluding Shareholder Proposals

Dorsey & Whitney LLP on

Earlier this month, the SEC’s Division of Corporation Finance announced that its staff may respond orally instead of in writing to some shareholder proposal no-action requests, beginning with the 2019-2020 proxy season. ...more

Katten Muchin Rosenman LLP

SEC Warns Advisers to Up Their Game on Proxy Voting

Katten Muchin Rosenman LLP on

On August 21, a sharply divided Securities and Exchange Commission (SEC) issued two interpretive releases addressing the proxy voting obligations of investment advisers and the obligations of proxy advisory firms....more

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