The Securities and Exchange Commission adopted rule and form amendments that will require institutional investment managers who file Form 13F to use Form N-PX to report how they voted proxies on executive compensation (or...more
6/18/2024
/ Executive Compensation ,
Filing Deadlines ,
Filing Requirements ,
Form 13F ,
Fund Managers ,
Investment Adviser ,
Investment Funds ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Voting Powers ,
Voting Requirements
The Securities and Exchange Commission has amended the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). Sections 13(d) and 13(g) of the...more
On October 10, 2023, the SEC (apparently without a meeting) adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. Among other things, the...more
The SEC’s Division of Corporation Finance published guidance on their operations around a shutdown, particularly with respect to registration statement acceleration of effectiveness and related topics: ...more
A good reminder that the SEC pays attention (at least occasionally) to late Form 4s, 13Gs etc.: https://www.sec.gov/news/press-release/2023-201?utm_medium=email&utm_source=govdelivery...more
On July 26, 2023, the Securities and Exchange Commission (SEC) adopted rules imposing significant new disclosure requirements regarding cybersecurity risk management, strategy and governance and incident reporting by public...more
8/1/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
The SEC today adopted rules requiring registrants to disclose material cybersecurity incidents they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy...more
7/27/2023
/ Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
New Rules ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC)
The SEC today adopted amendments to modernize the disclosure requirements relating to repurchases of an issuer’s equity securities, including:
- requiring issuers to provide daily repurchase activity on a quarterly or...more
On December 13, 2022, the Securities and Exchange Commission unanimously adopted amendments to Rule 10b5-1, imposing new limitations on the ability of insiders to utilize so-called “10b5-1 plans.” 10b5-1 plans are plans to...more
12/20/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Insider Trading ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
The SEC adopted amendments (https://www.sec.gov/rules/final/2022/33-11138.pdf) today to Rule 10b5-1 under the Securities Exchange Act of 1934, as well as related amendments regarding disclosures about insider trading...more
The SEC adopted long-pending rules requiring the recovery of erroneously awarded compensation as required by Congress in the Dodd-Frank Act. The rules will, among other things, require securities exchanges to adopt listing...more
On August 25, 2022, the Securities and Exchange Commission finally adopted amendments to its rules mandated by the Dodd-Frank Act in 2010 and first proposed in 2015 that will require public companies to disclose information...more
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more
8/31/2022
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Financial Statements ,
Foreign Private Issuers ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smaller Reporting Companies
On June 3, the SEC adopted rules and form amendments to mandate the electronic filing or submission of certain documents that currently are permitted to be filed or submitted in paper, most notably "glossy" annual reports and...more
The SEC proposed amendments to its rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies. ...more
Yesterday, the SEC proposed rule amendments governing beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g)....more
What public companies need to know about environmental disclosures, including recent climate risk and ESG disclosure initiatives -
In fulfilling disclosure obligations under the Securities Act of 1933 and the Securities...more
The SEC today proposed rule changes regarding the disclosure of share repurchase plans. The proposed rules would require an issuer to provide a new Form SR before the end of the first business day following the day the issuer...more
The SEC today proposed a number of rule changes including, among others (at the same meeting the SEC also proposed reforms for company share repurchase plans, money market funds and securities-based swap transactions, which...more
As part of the SEC Division of Corporation Finance’s focus on climate-related disclosure in public company filings, and as a follow up to guidance on this topic issued in 2010, the Division posted an illustrative letter...more
Yesterday, the SEC announced that, effective October 1, 2021...more
On August 6, 2021, the SEC approved Nasdaq’s proposed rule regarding board diversity and disclosure. This rule will require companies listed on Nasdaq to have at least two diverse directors or to explain why it failed to do...more
The SEC’s Division of Corporation Finance published an "illustrative letter" with sample comments that it may issue to companies seeking to raise capital in securities offerings amid market and price volatility. These will...more
The SEC has proposed amendments that would mandate electronic filing of Form 144 (currently it may be filed either by mail or electronically), eliminate the requirement to file a Form 144 with respect to sales of securities...more
In November 2020, the SEC adopted amendments to Regulation S-K to modernize and simplify certain disclosure requirements related to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)...more