On October 7, 2024, the Securities and Exchange Commission (the SEC) approved an amendment (the Amendment) to the rules governing The Nasdaq Stock Market (Nasdaq) minimum bid price requirement. The changes resulting from the...more
The Securities and Exchange Commission (the “SEC”) adopted changes to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended on February 15, 2023, to shorten the standard settlement cycle from T+2 to T+1. See 17...more
On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (the “SEC”) final rule adopting amendments to share repurchase disclosure requirements (US Chamber of...more
On October 10, 2023, the Securities and Exchange Commission (the “SEC”) adopted rule amendments (the “Final Rules”) for investors required to file beneficial ownership reports under the Sections 13(d) and 13(g) of the...more
On July 26, 2023, in a 3-2 vote, the Securities and Exchange Commission (the “SEC”) adopted new rules (the “Final Rules”) for public companies that will require disclosures regarding cybersecurity incidents, as well as...more
9/13/2023
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On May 3, 2023 the Securities and Exchange Commission (SEC) adopted amendments to modernize the disclosure requirements relating to share repurchases by issuers. The amendments include new tabular disclosures regarding daily...more
On December 14, 2022, the Securities and Exchange Commission (the “Commission”) adopted final rules (the “Final Rules”) which will affect trading by directors and officers of listed issuers and disclosure about such...more
On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted its final “clawback” rules requiring securities exchanges to mandate listing standards that require listed issuers on securities exchanges...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted rules (the “Final Rules”), which require covered publicly traded companies to provide both tabular and narrative and/or graphical disclosure of the...more
Overview The Securities and Exchange Commission (SEC) announced on June 3, 2022 that it has adopted amendments requiring a number of additional forms to be filed or submitted electronically. These final rules are part of the...more
On March 9, the U.S. Securities and Exchange Commission (SEC) announced proposed amendments to its rules regarding cybersecurity disclosures to satisfy a growing investor need to know more about how registrants are managing...more
Background In April 2021, the Senate confirmed Gary Gensler, President Biden’s nominee, as the new chair of the Securities and Exchange Commission (“SEC”). The former banker was a staunch regulator as the Commodity Futures...more
On June 7, 2021, during prepared remarks delivered at the CFO Network Summit, SEC Chair Gary Gensler announced that he asked SEC Staff to focus closely on reforms to Exchange Act Rule 10b5-1. These reforms would scale back...more
There is an ongoing push by the Biden Administration to engrain climate change awareness into many arms of the federal government that were previously agnostic on the matter. This campaign to inject agencies like the...more
The U.S. Securities and Exchange Commission (the “SEC”) has offered various guidance on filing extensions and further delivery relief as public companies, funds, and investment advisors continue to adjust to the sweeping...more
In this advisory, we recap our guidance for clients in connection with drafting pandemic disclosure for an offering document or evaluating what, if anything, to disclose in public filings. The Securities and Exchange...more
The U.S. Securities and Exchange Commission (the “SEC”) continues to provide tailored responses as it helps public companies navigate the uncertainties arising under COVID-19. Below is a summary of some of the SEC’s COVID-19...more
Background -
In February 2018, Institutional Shareholder Services, Inc. (ISS), the largest U.S. proxy advisory firm, announced that an Environmental and Social (E&S) QualityScore Disclosure & Transparency Signal would be...more
On June 28, 2018, the Securities and Exchange Commission (SEC) approved amending the definition of “smaller reporting company” (SRC) to increase the financial thresholds for qualification. This change will significantly...more
Introduction -
On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Relief Act”). The Relief Act significantly reforms the Dodd-Frank Wall Street Reform...more
The Fixing America’s Surface Transportation Act (FAST Act) was signed into law by President Obama on December 4, 2015. Though the bulk of the FAST Act relates to infrastructure funding, it includes a number of significant...more
There has been considerable interest over the last year about whether a fee-shifting provision in the charter or bylaws of a Delaware corporation is enforceable. On Thursday, June 11, 2015, the Delaware House of...more