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Getting Ready for Amended Rule 10b5-1 and Other New SEC Requirements Relating to Insider Trading

In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more

SEC Adopts Amendments to Rule 10b5-1

In a surprising 5-0 vote, the SEC yesterday adopted amendments to Rule 10b5-1, the SEC’s rule governing pre-arranged trading plans, as well as amendments to related disclosure and other rules. The amendments impose...more

SEC Adopts Disclosure Relief for Business Acquisitions and Dispositions

The Securities and Exchange Commission has adopted amendments to the disclosure requirements for business acquisitions and dispositions by a 3-to-1 vote (Commissioner Allison Herren Lee dissenting). The amendments modernize...more

COVID-19: Updating Risk Factor Disclosure in SEC Filings

As the COVID-19 pandemic evolves, companies are experiencing a host of adverse consequences and gaining insight into additional potential risks of the pandemic to their businesses. At the same time, general uncertainty...more

COVID-19: As Corporate Insiders Look to Buy, a Reminder to Look Both Ways Before Crossing …

While corporate stock buybacks, as well as dividend payments, are receiving significant scrutiny in the face of the coronavirus pandemic as companies look to preserve cash, the same is not currently true for stock purchases...more

SEC Reduces ICFR Burdens for Smaller Companies

Last week, amidst the focus on the coronavirus, the Securities and Exchange Commission made progress on its short-term rulemaking agenda by amending the definitions of “accelerated filer” and “large accelerated filer.” The...more

Federal Reserve Announces Commercial Paper Funding Facility

In a significant move to provide liquidity to U.S. corporations, the Federal Reserve Board announced today that it will establish a Commercial Paper Funding Facility (“CPFF2020”). The Federal Reserve’s action parallels its...more

New Crowdfunding Rules for Issuers: Opportunities or Landmines? - Part III

This is the third post in our three-part blog post exploring Regulation Crowdfunding and its provisions before the final rules become effective on May 16, 2016. Practical Takeaways from Regulation Crowdfunding...more

New Crowdfunding Rules for Issuers: Opportunities or Landmines? - Part II

This is the second of our blog posts exploring Regulation Crowdfunding and its provisions before the final rules become effective on May 16, 2016. Issuer Requirements - Certain Issuers Ineligible for...more

New Crowdfunding Rules for Issuers: Opportunities or Landmines?

As directed by Congress under the JOBS Act of 2012, the Securities and Exchange Commission (SEC) recently adopted final rules to permit equity “crowdfunding,” characterized by the SEC as “a relatively new and evolving method...more

SEC Proposes Dodd-Frank Pay-Versus-Performance Disclosure Rules

Overview - On April 29, 2015, the Securities and Exchange Commission (SEC) voted 3-2 to propose new rules requiring companies to disclose the relationship between executive compensation “actually paid” and the...more

SEC Adopts Rules to Implement Regulation A+, Providing New Avenue for Capital Formation

Overview - On March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A (Regulation A+) pursuant to Section 401 of the Jumpstart Our Business Startups Act (JOBS Act) for offers...more

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