On February 27, 2025, the Financial Crimes Enforcement Network (“FinCEN”) announced that it will not issue any fines or penalties or initiate any other enforcement action against companies that do not file or update...more
3/3/2025
/ Beneficial Owner ,
Compliance ,
Corporate Transparency Act ,
Disclosure Requirements ,
Enforcement Actions ,
Filing Deadlines ,
FinCEN ,
Interim Rule ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Temporary Hold
Public companies navigating the 2025 proxy season just got some breathing room—at least when it comes to excluding certain shareholder proposals. Last week, the Staff of the SEC’s Division of Corporation Finance—in a...more
2/18/2025
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
Last Friday, the United States Supreme Court lifted a nationwide injunction originally issued by the U.S. District Court for the Eastern District of Texas (and later upheld by the Fifth Circuit Court of Appeals) in Texas Top...more
As previously reported, on December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction on the enforcement of the Corporate Transparency Act (the “CTA”) and its...more
12/27/2024
/ Appeals ,
Beneficial Owner ,
Business Entities ,
Business Ownership ,
Corporate Transparency Act ,
Filing Deadlines ,
Filing Requirements ,
FinCEN ,
Preliminary Injunctions ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Smaller Reporting Companies ,
Stays ,
Time Extensions
On March 15, 2024, the U.S. Court of Appeals for the Fifth Circuit issued a stay of the Securities and Exchange Commission’s new climate-disclosure rules, which were adopted March 6. The three-judge panel granted the requests...more
On February 20, 2024, the Financial Crimes Enforcement Network (“FinCEN”) published a small entity compliance guide (the “Guide”) that provides an overview of the requirements regarding access to beneficial ownership...more
The Corporate Transparency Act ("CTA") reporting requirements take effect on January 1, 2024. The CTA requires many entities to disclose ownership information to the Financial Crimes Enforcement Network (“FinCEN”)...more
12/4/2023
/ Beneficial Owner ,
Business Entities ,
Business Ownership ,
Corporate Transparency Act ,
Disclosure Requirements ,
Extensions ,
Filing Deadlines ,
Financial Regulatory Reform ,
FinCEN ,
Regulatory Agenda ,
Reporting Requirements
On October 10, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted certain of its proposed changes to modernize the rules governing beneficial ownership reporting. However, not all proposed rules were adopted;...more
Although the U.S. Securities and Exchange Commission (“SEC”) has not yet adopted the highly-anticipated final rules on climate change disclosure, in the second quarter of 2023 the SEC continued its heated pace of rulemaking....more
6/27/2023
/ Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Insider Trading ,
New Rules ,
Proposed Amendments ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Trading Plans
On December 15, 2022, the Financial Crimes Enforcement Network (“FinCEN”) issued a Notice of Proposed Rulemaking (the “NPRM”) that would implement provisions of the Corporate Transparency Act (the “CTA”) regarding access to...more
1/9/2023
/ Beneficial Owner ,
Civil Monetary Penalty ,
Confidentiality Policies ,
Corporate Transparency Act ,
Disclosure Requirements ,
Due Diligence ,
Financial Institutions ,
FinCEN ,
NPRM ,
Proposed Regulation ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Safeguards Rule
During the fourth quarter of 2022, the Securities and Exchange Commission continued its brisk pace of rulemaking across several disclosure initiatives. The Commission reopened the comment period for its share repurchase...more
1/3/2023
/ CDIs ,
Clawbacks ,
Comment Period ,
Cryptocurrency ,
Disclosure Requirements ,
Diversity ,
Inflation Reduction Act (IRA) ,
Nasdaq ,
Non-GAAP Financial Measures ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Stock Repurchases ,
Universal Proxy
On December 14, 2022, the Securities and Exchange Commission amended insider trading rules by adopting new trading restrictions and disclosures to address potential abuses by executives. According to SEC Chair Gary Gensler’s...more
During the first quarter of 2022, the Securities and Exchange Commission issued a flurry of proposed new rules and rule amendments. While the proposed rules on the enhancement and standardization of climate-related...more
4/8/2022
/ Beneficial Owner ,
Disclosure Requirements ,
New Amendments ,
New Regulations ,
Pay-for-Performance ,
Private Funds ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On March 9, 2022, the Securities and Exchange Commission (“SEC”) proposed amendments to rules to expand and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...more
3/23/2022
/ Comment Period ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Form 8-K ,
Incident Response Plans ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
BUSY FOURTH QUARTER FOR SEC STAFF -
During the fourth quarter of 2021, the Securities and Exchange Commission reopened the comment period for its controversial compensation clawback rule that it initially proposed in 2015...more
1/25/2022
/ Benchmarks ,
Clawbacks ,
Comment Period ,
Electronic Filing ,
Institutional Shareholder Services (ISS) ,
No-Action Requests ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation