On March 21, 2022, the Securities and Exchange Commission (SEC) issued for comment proposed rules requiring companies to include climate-related disclosures in their registration statements and periodic reports filed under...more
On March 9, the SEC, by a 3-1 vote, proposed new rules in its most far-reaching effort to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and incident reporting by public...more
As noted in previous client alerts (including here), boardroom diversity continues to be an increasing focus of stakeholders ranging from legislators to institutional investors to retail stockholders. In recent years, their...more
On Feb. 25, 2022, the Securities and Exchange Commission (SEC) proposed several new rules with the goal of increasing transparency around short selling. Rule 13f-2 would require institutional investment managers (Managers)...more
On Feb. 9, 2022, the Securities and Exchange Commission (SEC or Commission) proposed a suite of new rules and amendments concerning cybersecurity risk management for registered investment advisers (advisers) and registered...more
2/14/2022
/ Broker-Dealer ,
Comment Period ,
Cybersecurity ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
New Rules ,
Popular ,
Proposed Rules ,
Public Comment ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC)
This client alert provides an overview of recent key updates on environmental, social and governance (ESG) matters from the leading proxy advisory firms and major institutional investors. We also address updated guidance by...more
1/28/2022
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD)
Judge William H. Orrick of the Northern District of California recently denied a motion to dismiss the Securities and Exchange Commission’s (SEC’s) first insider trading case charging a defendant with “shadow trading.” The...more
2021 was a busy year for corporate governance matters, with new legislation passed early in the year and new enforcement priorities emerging under the Biden administration. Kramer Levin lawyers published numerous articles...more
1/6/2022
/ Anti-Money Laundering ,
Broker-Dealer ,
Caremark claim ,
Corporate Governance ,
Cybersecurity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Federal Trade Commission (FTC) ,
FinCEN ,
Foreign Corrupt Practices Act (FCPA) ,
Office of Foreign Assets Control (OFAC) ,
Public Comment ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (SEC) has issued for comment two separate but related proposed rule amendments regarding share repurchases and 10b5-1 Plans. The comment period will remain open for 45 days after...more
Over the course of the year — and even dating back to his time on the campaign trail — President Biden and senior officials in his administration, including Department of Justice (DOJ) and Security and Exchange Commission...more
12/21/2021
/ Anti-Corruption ,
Biden Administration ,
Bribery ,
Compliance ,
Corporate Counsel ,
Corporate Governance ,
Corruption ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Popular ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
White Collar Crimes
On Dec. 13, 2021, an en banc panel of the Fifth Circuit held that the Securities Exchange Act of 1934 (Exchange Act) does not preclude federal district courts from exercising subject matter jurisdiction over constitutional...more
On Nov. 23, the New York Court of Appeals held in a 6-1 ruling that an investment firm’s $140 million disgorgement payment to the Securities and Exchange Commission (SEC) was not a “penalt[y] imposed by law” under the firm’s...more
In a recent speech at the Practising Law Institute’s annual SEC Speaks conference, Gurbir Grewal, the new director of the Division of Enforcement for the Securities and Exchange Commission (SEC or Commission), signaled...more
On Sept. 27, 2021, the U.S. Court of Appeals for the Second Circuit rejected the most recent legal challenge to the Securities and Exchange Commission’s (SEC) practice of using “no-deny” consent agreements to resolve civil...more
Despite SEC Chair Gary Gensler’s recent statement that formal rules related to Environmental Social Governance (ESG) may slip to next year, the SEC recently began sending out letters prompting public companies to review and...more
On Sept. 14, 2021, the Securities and Exchange Commission (SEC) entered a cease-and-desist order against App Annie Inc. and its co-founder and former CEO, Bertrand Schmitt, after agreeing to settle securities fraud claims....more
Demonstrating its continued focus on cybersecurity enforcement, the Securities and Exchange Commission (SEC) announced three new actions on Aug. 30 charging eight firms with maintaining deficient cybersecurity policies and...more
As we have discussed in prior alerts, expanding boardroom diversity has been a recent focus for many regulators, issuers, shareholders and other stakeholders. To this end, in December 2020, Nasdaq Inc. proposed new rules that...more
On July 21, in S.E.C. v. Collector’s Coffee, Inc. et al.,[1] a New York federal court held that a Securities and Exchange Commission (SEC or Commission) whistleblower protection rule prohibiting actions to impede the...more
On July 13, 2021, the Securities and Exchange Commission announced partially settled charges against the Special Purpose Acquisition Company Stable Road Acquisition Co. (SRA), SRA’s sponsor and CEO, SRA’s target Momentus Inc....more
On June 14, the Securities and Exchange Commission (SEC) announced a $490,000 settlement with the real estate services provider First American Financial Corporation (First American) for violations of disclosure controls and...more
On Friday, June 11, the Securities and Exchange Commission (SEC) filed its Agency Rule List for Spring 2021 with the Office of Management and Budget. The Agency Rule List gives clarity to when companies can expect to see...more
6/16/2021
/ 10b5-1 Plans ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment Adviser ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
As we noted in a previous client alert, the Biden administration has taken significant steps to strengthen enforcement and oversight relating to ESG issues early on in its tenure. In January, the president issued an executive...more
6/2/2021
/ Business Plans ,
Business Strategies ,
Capital Investments ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Sustainability
On March 5, the Securities and Exchange Commission (SEC) announced that it had charged AT&T and three of its midlevel investor relations executives with violating Regulation FD, a rule that bars issuers from selectively...more
On March 4, the U.S. Securities and Exchange Commission (SEC) announced the creation of a Climate and ESG Task Force in the Division of Enforcement. Climate risks and sustainability have been of increasingly critical interest...more
3/8/2021
/ Biden Administration ,
Business Strategies ,
Capital Investments ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment Management ,
Joint Task Force ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Sustainability