On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules...more
The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial...more
3/11/2024
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
MD&A Statements ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Filing Deadlines For Calendar Year Companies...more
(Updated)
On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two...more
On November 17, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued one revised and five new proxy-related compliance and disclosure interpretations (“C&DIs”). These C&DI’s are summarized below,...more
On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the...more
10/18/2023
/ Beneficial Owner ,
EDGAR ,
Final Rules ,
New Regulations ,
Publicly-Traded Companies ,
Regulatory Reform ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance...more
Federal law (the “Antideficiency Act”) restricts the conduct of business by agencies during a lapse of Congressional appropriations, looming this weekend, and federal regulations (OMB Circular A-11) require agencies to have...more
Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and...more
On August 30, 2023, the staff of the U.S. Securities and Exchange Commission posted three compliance and disclosure interpretations (“C&DIs”) providing guidance on Form F-SR. Form F-SR is the new form for a foreign private...more
On August 25, 2023, the staff of the U.S. Securities and Exchange Commission posted five new compliance and disclosure interpretations (“C&DI’s”). Three of the new C&DIs related to the recent amendments to Rule 10b5-1 and two...more
The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy...more
Background and Summary -
Table On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued a release (the “Adopting Release”), adopting final rules (the “Final Rules”) aimed at standardizing and...more
On June 5, 2023, the New York Stock Exchange (“NYSE”) filed an amendment to its proposed Dodd-Frank clawback listing policy providing for an effective date of October 2, 2023. Similarly, on June 6, 2023, Nasdaq filed an...more
6/12/2023
/ Clawbacks ,
Compensation & Benefits ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies ,
Regulatory Reform ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding...more
Executive Summary -
On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”)1 to its existing rules (the “Existing Rules”) regarding disclosures...more
Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S....more
3/27/2023
/ Banking Crisis ,
Business Disruption ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Investment Portfolios ,
MD&A Statements ,
Public Disclosure ,
Publicly-Traded Companies ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the...more
3/14/2023
/ Banks ,
Capital Formation ,
Corporate Governance ,
Disclosure Requirements ,
Duty of Care ,
Duty of Loyalty ,
Entire Fairness Standard ,
Financial Institutions ,
Financial Markets ,
Insolvency ,
Investment ,
Liquidity ,
Publicly-Traded Companies ,
Receivership ,
Silicon Valley
The US Securities and Exchange Commission (SEC) adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not...more
2/27/2023
/ Clawbacks ,
Compensation & Benefits ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The US Securities and Exchange Commission (SEC) requires that Form 144 filings be made electronically via EDGAR, commencing April 13, 2023. Currently Form 144 may either be mailed to the SEC or submitted electronically via...more
On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure...more
In our latest Legal Update, we summarize the US Securities and Exchange Commission’s 2023 calendar year filing deadlines and financial statement staleness dates.
,...more
At today’s open meeting, the Securities and Exchange Commission voted to approve amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The SEC had proposed extensive amendments in January 2022,...more
On December 7, 2022, the US Securities and Exchange Commission (SEC) issued a release (New Reopening Release), reopening the comment period on the share repurchase disclosure modernization rule changes that it proposed on...more
With the calendar just turning to autumn, the proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual...more