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SEC No-Action Letter Streamlines Verification Steps for Rule 506(c) Offerings with Sufficiently Large Minimum Investments

On March 12, the Staff of the SEC issued interpretive guidance in a no-action letter (the No-Action Letter) agreeing with an interpretation of Rule 506(c) proposed by a major international law firm (the Request Letter). ...more

Preparing for the 2024 Proxy and Annual Reporting Season: Key Issues and Considerations

For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more

SEC Provides Additional Compliance & Disclosure Interpretations for Further Clarification on Pay-Versus Performance Disclosure

Although registrants have already had to comply with the Final Rules in annual reports, proxy statements and information statements beginning with the fiscal year ended on or after Dec. 16, 2022, registrants continue to have...more

Implications of Supreme Court's Affirmative Action Decision for M&A Execution

The U.S. Supreme Court’s decision in Students for Fair Admissions, Inc. v. President and Fellows of Harvard Coll., No. 20-1199, 600 U.S. – (U.S. June 29, 2023) has opened the door to future legal challenges against DE&I...more

SEC Clarifies Dodd-Frank Act Pay-Versus-Performance Rules with New C&DIs

As registrants work toward including the new required Item 402(v) of Regulation S-K executive compensation disclosure, the SEC issued new C&DIs to provide some much-needed guidance in applying the Final Rules....more

Preparing for the 2023 Proxy and Annual Reporting Season: Key Issues and Considerations

Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more

SEC Adopts Dodd-Frank Act Pay-Versus-Performance Rules

Key Takeaways - ..On August 25, 2022, the Securities and Exchange Commission (“SEC”) adopted final pay-versus-performance rules (the “Final Rules”) that guide the implementation of Section 953(a) of the Dodd-Frank Act,...more

SEC Reopens Comment Period on Dodd-Frank Act Pay-Versus-Performance Rule

The SEC has reopened the comment period for the 2015 Proposal regarding the Dodd-Frank Act pay-versus-performance rule. In conjunction with the reopening, the SEC has proposed several additional disclosure requirements in an...more

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