Securities Exchange Act, Proposed Amendments

SEC Adopts Rule Amendments to Modernize Beneficial Ownership Reporting

White & Case LLP on 10/30/2023

On October 10, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g)1 of the Securities Exchange Act of 1934...more

Changing with the Times: SEC Adopts Modernization Changes to Schedule 13D and Schedule 13G Beneficial Ownership Reporting

Bond Schoeneck & King PLLC on 10/24/2023

On Oct. 18, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the rules governing the reporting of beneficial ownership of securities under Sections 13(d) and 13(g) of the Securities Exchange Act...more

SEC Amends Rules for Reporting Beneficial Ownership on Schedules 13D and 13G

Morgan Lewis on 10/13/2023

The US Securities and Exchange Commission (SEC) adopted amendments on October 10, 2023 to the rules governing beneficial ownership reporting on Schedules 13D and 13G and provided guidance on the rules’ application. The...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

SEC Seeks Additional Comment on Whether DeFi Systems Must Register as "Exchanges"

Jones Day on 5/4/2023

In Short - The Situation: The U.S. Securities and Exchange Commission ("SEC" or "Commission") has reopened the comment period for its January 2022 proposal to amend Exchange Act Rule 3b-16 to broadly expand the...more

Investment Advisers, Broker-Dealers, and Other Financial Industry Participants Take Note: SEC Demonstrates Commitment to...

Lowenstein Sandler LLP on 3/30/2023

On March 15, 2023, the Securities and Exchange Commission (“SEC”) issued three releases proposing (i) amendments to Regulation S-P (“Regulation S-P Proposal”)1, (ii) amendments to Regulation SCI (“Regulation SCI Proposal”)2,...more

SEC Updates for the Upcoming 2022 Annual Reports on Form 10-K and Form 20-F

Seward & Kissel LLP on 2/7/2023

The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments and updated disclosure requirements that are to be included in a reporting company’s annual report on Form 10-K or 20-F. The SEC has also proposed...more

SEC adopts new rules on 10b5-1 plans [UPDATED]

Cooley LLP on 1/3/2023

[This post revises and updates my earlier post primarily to provide a more detailed discussion of the contents of the adopting release.] - At an open meeting in December last year—happy new year!—the SEC voted to adopt...more

SEC Adopts Amendments to Rule 10b5-1 Plan Requirements and Increases Disclosure Requirements Regarding Insider Trading Policies

Katten Muchin Rosenman LLP on 12/28/2022

On December 14, the Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 and related regulations governing "10b5-1 Plans." 10b5-1 Plans enable (1) public company insiders to sell their...more

SEC Amends Insider Trading Safe Harbor and Requires New Disclosures to Address Insider Trading Risks

Dorsey & Whitney LLP on 12/22/2022

On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, the safe harbor that allows directors, executive officers and others, including issuers, to engage in securities transactions while in possession of...more

Winter Brings Latest Flurry of SEC Rulemaking

Holland & Knight LLP on 12/16/2022

We here at SECond Opinions pride ourselves on staying current on all things SEC. But how about when in a single day, the SEC finalizes one rule and proposes four others (totaling 1,656 pages!) that could drastically change...more

Insider Trading Concerns Spur SEC to Propose Amending Rule 10b5-1

Ballard Spahr LLP on 11/18/2022

Summary - A proposal by the Securities and Exchange Commission to amend Rule 10b5-1, as well as recent enforcement activity relating to these plans, suggest that the SEC is concerned that the rule has been used as cover...more

SEC Proposes Revisions to Shareholder Proposal Rules

Ballard Spahr LLP on 8/10/2022

Summary - The Securities and Exchange Commission (SEC) last month proposed revisions to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act), which require companies subject to the federal proxy...more

SEC Proposes to Narrow Bases for Excluding Shareholder Proposals

Kohrman Jackson & Krantz LLP on 8/9/2022

On July 13, 2022, the Securities and Exchange Commission (SEC) proposed rule changes that would make it harder for reporting companies to exclude shareholder proposals from their proxy statement by narrowing certain existing...more

SEC Proposes Amendments to Exchange Act Rule 15b9-1 - Is FINRA Taking Over the Lease at 100 F Street NE?

Goodwin on 8/1/2022

Back in April 2022, we wrote about the SEC killing the Dealer/Trader distinction. We also noted then that it would come as no surprise to see the SEC re-propose amendments to Exchange Act Rule 15b9-1. Just a few months later,...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 Proposes Amendments to Shareholder Proposal Rule

Cooley LLP on 7/26/2022

On July 13, 2022, the Securities and Exchange Commission held a lively meeting at which it voted to propose amendments to Rule 14a-8 under the Securities Exchange Act of 1934, the rule governing shareholder proposals to be...more

SEC Proposes Changes to Shareholder Proposal Rule

Stinson - Corporate & Securities Law Blog on 7/15/2022

The Securities and Exchange Commission proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy...more

Grayscale Investments Petitions D.C. Circuit For Review Of SEC’s Decision To Disapprove Proposed Bitcoin Exchange-Traded Product

Goodwin on 7/14/2022

On June 29, 2022, Grayscale Investments, LLC petitioned the U.S. Court of Appeals for the District of Columbia for review of the U.S. Securities and Exchange Commission’s June 29, 2022 final order disapproving of an October...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

SEC Proposes Amendments to Shareholder Reporting Rules, Affecting Schedule 13D/G Filers and Impacting Section 16(a) Reporting

Pillsbury Winthrop Shaw Pittman LLP on 4/18/2022

Rule amendments, if adopted, would substantially shorten filing deadlines for initial and amended Schedules 13D and 13G, as well as increase the number of securityholders required to file Section 16(a) reports (Forms 3, 4,...more

SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC Transactions that Could Have a Chilling Effect on SPACs and Other...

Morrison & Foerster LLP on 4/11/2022

On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...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

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action

Goodwin on 3/14/2022

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action; Delaware Chancery Court Dismisses Camping World Insider Trading Derivative Suit; California Federal Judge Certifies Class Of Apple Common-Stock...more

Securities Exchange Act › Proposed Amendments

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