On Oct. 10, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act)....more
The public and private focus on corporate governance continued apace in the first half of 2023. In recent months, there were notable developments in jurisprudence potentially impacting corporate diversity initiatives and in...more
7/12/2023
/ 10b5-1 Plans ,
Civil Rights Act ,
Corporate Governance ,
Cybersecurity ,
Data Breach ,
Department of Justice (DOJ) ,
Export Administration Regulations (EAR) ,
Fourteenth Amendment ,
Popular ,
Sanction Violations ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Title VI ,
Wells Fargo
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities...more
5/12/2023
/ 10b5-1 Plans ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases
The Securities and Exchange Commission (SEC) recently entered into a consent order with IT services company DXC Technology (DXC) with respect to DXC’s alleged violations of the Securities Act and the Exchange Act. The SEC...more
In an era of increasing cyberattacks by varying threat actors, the board's oversight of cybersecurity risks remains a key responsibility. In two recent cases, the Delaware Court of Chancery (Chancery Court) dismissed Caremark...more
On Feb. 15, the Securities and Exchange Commission (SEC) adopted final rule amendments to Exchange Act Rule 15c6-1 to shorten the standard settlement cycle for most securities transactions from two business days after trade...more
Since Kramer Levin issued its Corporate Governance: 2022 Midyear Review, a wave of enforcement actions by the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) has underscored the continued importance...more
On Dec. 8, 2022, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (the Division) posted a sample comment letter (the Letter) on its website that provides guidance to public companies regarding the...more
On December 13, 2022, the SEC’s Division of Corporation Finance updated several Compliance and Disclosure Interpretations addressing the presentation of non-GAAP financial measures, available here. The updates are as...more
On Dec. 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1, generally in the form issued for comment in January 2022 (replacing the version initially published on Dec. 15, 2021), which we...more
In a new development, the Commodity Futures Trading Commission (CFTC or Commission) has charged that “voting members” of the Ooki DAO are liable for its violations of the Commodity Exchange Act (CEA) and CFTC regulations by...more
“Blockchains” have been hyped as the most important technological revolution since the internet. As of the writing of this article, cryptocurrencies and NFTs are valued at over $1 trillion, despite the continued volatility in...more
On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations...more
On Dec. 28, 2020, the New York Stock Exchange (NYSE) proposed amendments to its rules requiring shareholder approval prior to the issuance of securities to Related Parties or in excess of 20% of the issuer’s voting power or...more
On Dec. 22, 2020, the Staff of the Division of Corporation Finance (Staff) issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies to provide its views about certain disclosure considerations for...more
The change in administration that will take place on Jan. 20, 2021, will likely have significant consequences for leveraged lending market participants. The relatively “soft touch” regulatory approach taken by federal...more
On Dec. 16, 2020, the U.S. Government Accountability Office (the GAO) issued a report to the Board of Governors of the Federal Reserve System, the Commodity Futures Trading Commission, the Department of the Treasury, the...more
On Nov. 19, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures. ...more
On Nov. 30, 2020, Intercontinental Exchange, Inc. announced that ICE Benchmark Administration Limited (IBA) is proposing the cessation of the publication of the one-week and two-month U.S. dollar LIBOR on Dec. 31, 2021, and...more
On Nov. 5, the federal banking regulatory agencies (the Agencies) gave notice of a proposed rule (the Proposed Rule) that would elevate to the status of a formal rule and enhance the Agencies’ current policy of not issuing...more
On Sept. 21, 2020, SEC’s Division of Corporation Finance (Corp Fin) posted a Compliance and Disclosure Interpretation (CDI) regarding restrictions on Form S-3 eligibility for private companies that go public via merger into a...more
On July 9, the Financial Stability Board (FSB) and the Basel Committee on Banking Supervision (BCBS) published a report on the findings of surveys on supervisory issues related to LIBOR transition undertaken by the FSB, the...more
In January 2020, the Office of Compliance Inspections and Examinations (OCIE) included London Interbank Offered Rate (LIBOR) preparedness as an examination program priority in its 2020 Examination Priorities (2020...more
On May 22, Judge Gardephe granted a motion to dismiss in Kirschner v. JPMorgan Chase Bank, N.A., a case that, among other things, considered whether the origination and distribution of a syndicated bank loan is subject to...more
5/28/2020
/ Blue Sky Laws ,
Breach of Contract ,
Breach of Duty ,
Covenant of Good Faith and Fair Dealing ,
Department of Justice (DOJ) ,
False Claims Act (FCA) ,
Fiduciary Duty ,
Investment Management ,
JPMorgan Chase ,
Material Misstatements ,
Negligent Misrepresentation ,
Omissions ,
Popular ,
Securities Regulation ,
Securities Violations ,
Syndicated Loans
On May 21, the Securities and Exchange Commission (SEC) adopted amendments to its rules governing financial disclosures relating to acquisitions and dispositions of businesses. ...more