Overview On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments and certain enhanced disclosure requirements related to Rule 10b5-1 trading plans. The new amendments include...more
On December 13, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance staff (the staff) updated its Compliance & Disclosure Interpretations (CD&Is), concerning the use of non-generally accepted...more
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On October 26, the Securities and Exchange Commission (SEC) adopted final rules to implement Section 10D of the Securities Exchange Act of 1934, as added by Section 954 of the Dodd-Frank Wall Street Reform and...more
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On August 25, the U.S. Securities and Exchange Commission (SEC) adopted (with the two Republican SEC commissioners dissenting) final pay-versus-performance rules mandated by the Dodd-Frank Wall Street Reform...more
On July 13, the Securities and Exchange Commission (SEC) released a proposed rule that would amend 17 CFR 240.14a-8 (Rule 14a-8) to revise three of the bases for excluding shareholder proposals from a company’s proxy...more
A complaint recently filed by the SEC against Vale S.A., a Brazilian mining company with U.S.-traded American Depository Receipts (ADRs), signals an increased risk of enforcement actions targeting misrepresentations and...more
On March 21, the SEC proposed a highly anticipated set of rules that would require public companies to include a suite of climate-related disclosures in their SEC filings. Although the SEC published guidance in 2010...more
On February 9, the Securities and Exchange Commission (SEC) proposed new rules to enhance and standardize registrants’ disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting. While...more
Environmental, social, and governance (ESG) issues received unprecedented attention from investors during the 2021 proxy season, and early indications show that the momentum will continue to build this year....more
On February 9, the Securities and Exchange Commission (SEC) proposed rule amendments to shorten the standard securities settlement cycle for most broker-dealer transactions to one business day after the trade date (commonly...more
On February 10, the Securities and Exchange Commission (SEC) proposed rule amendments to modernize beneficial ownership reporting under Sections 13(d) and 13(g) of the Exchange Act. Under the current rules, beneficial owners...more
On December 15, the Securities and Exchange Commission (SEC) proposed rule amendments regarding the availability of the Rule 10b5-1(c)(1) affirmative defense to insider trading liability and enhanced disclosure requirements....more
On March 9, the Securities and Exchange Commission (SEC) clarified guidance for applications for confidential treatment. We previously reported on the SEC’s updated confidential treatment process here. The clarifications...more
On February 8, in light of recent market volatility in the options and equities markets, the Division of Corporation Finance (Division) of the U.S. Securities and Exchange Commission (Commission) published guidance for...more
As public companies prepare for the 2021 reporting season, they will need to consider new SEC disclosure requirements and guidance. In addition, public companies must evaluate the impact of the COVID-19 pandemic (COVID-19),...more
On December 1, the New York attorney general issued guidance that issuers selling “covered securities” must provide notice through the Electronic Filing Depository (EFD) of the North American Association of Securities...more
On November 2, the Securities and Exchange Commission (SEC) adopted amendments to simplify and harmonize certain aspects of the exempt offering framework. These amendments included changes to Item 601 of Regulation S-K to...more
Issuers will likely hesitate to use some of the new changes — including the new “demo days” and “testing-the-waters” communications — due to limitations on those activities under other laws, including the Investment Company...more
Regardless of your view of the efficacy of ESG disclosure for publicly-traded companies, investors increasingly are insisting on it, and the advisors that can profit from it the most – proxy advisory firms, large accounting...more
On September 11, the U.S. Securities and Exchange Commission (SEC) announced the adoption of rules to update and expand the disclosures that banking registrants provide to investors. The new rule has been long in the making....more
On August 26, the SEC modernized the disclosure requirements in Items 101 (Description of Business), 103 (Legal Proceedings), and 105 (Risk Factors) of Regulation S-K, reflecting the first significant revisions to these...more
On June 23, 2020, in light of the ongoing global COVID-19 pandemic, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9A (the Supplemental Guidance),...more