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SEC Adopts Final Rules Regarding Share Repurchases and Related Disclosures

On May 3, 2023, the Securities and Exchange Commission adopted final rules regarding public company issuers' share repurchases and Rule 10b5-1 trading plans. Although the final rules are not as burdensome as the proposed...more

SEC Adopts Final Rules Regarding Rule 10b5-1 Trading Plans and Related Disclosures

In Short - The Situation: On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted final rules that significantly alter the ways in which directors and officers adopt and utilize Rule 10b5-1 plans and...more

SEC Adopts Final Dodd-Frank Act Clawback Rules

The Securities and Exchange Commission has issued final rules under which the national securities exchanges and associations will require listed issuers to adopt and operate accounting restatement-based clawback policies that...more

SEC Adopts Final Dodd-Frank Act Clawback Rules: An A-to-Z Explanation

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, on October 26, 2022, the Securities and Exchange Commission adopted final rules directing the national securities exchanges and national...more

SEC Adopts Pay Versus Performance Disclosure Rules

As required by the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Securities and Exchange Commission (the "SEC") has adopted final rules requiring most public companies to present...more

SEC Adopts Mandatory Electronic Filing for Form 144

IN SHORT - The Situation: The Securities and Exchange Commission ("SEC") adopted amendments that will mandate the electronic submission of certain documents, including Form 144, the form filed by insiders in connection...more

SEC Proposes Amendments Regarding Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure

As part of the SEC's broader rulemaking initiative, on March 9, 2022, the SEC proposed amendments to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...more

SEC Chairman: Time to "Freshen Up" Rules Governing 10b5-1 Plans

Chairman Gensler's comments indicate that new, additional requirements for 10b5-1 plans are likely to be coming. In prepared comments made at The Wall Street Journal's CFO Network event on June 7, 2021, SEC Chairman Gary...more

SEC Adopts Final Rules Governing Payment Disclosure by Resource Extraction Issuers

The rules will require resource extraction issuers to file a Form SD on an annual basis that includes information about payments related to the commercial development of oil, natural gas, or minerals that are made to the U.S....more

SEC Adopts Amendments to Modernize Shareholder Proposal Rules

The Situation: In November 2019, the U.S. Securities and Exchange Commission ("SEC") proposed certain amendments to Rule 14a-8 of the Securities Exchange Act of 1934, the rule that permits a qualifying shareholder to include...more

SEC Improves Financial Disclosure Requirements for Acquisitions and Dispositions

On May 21, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to its financial disclosure requirements related to acquisitions and dispositions. These amendments streamline and eliminate immaterial...more

SEC Proposes Amendments to "Accelerated Filer" and "Large Accelerated Filer" Definitions

The Situation: The U.S. Securities and Exchange Commission ("SEC") proposed amendments to the definitions of "accelerated filer" and "large accelerated filer" under the Securities Exchange Act of 1934. The Result: The...more

SEC Proposes Modernization and Simplification of Regulation S-K

The Situation: In an effort to reduce compliance and cost burdens, the SEC has proposed amendments to some of the rules and forms associated with Regulation S-K. The Result: The proposed modifications relate to property...more

Delaware Becomes the First State to Allow Corporations to Maintain Corporate Records Using Blockchain Technology

On August 1, 2017, Delaware became the first state to allow corporations to use blockchain technology to maintain corporate records. This development comes almost a year after Vice Chancellor J. Travis Laster of the Delaware...more

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