The last two mandatory compliance dates under the SEC’s amendments to Exchange Act Regulation 13D-G adopted in October 2023 are fast approaching. We discussed the amendments in our SEC Update available here. Beginning on...more
On March 6, 2024, the U.S. Securities and Exchange Commission adopted its highly anticipated rules requiring climate-related disclosures. The final rules represent a significantly less burdensome set of rules than those...more
Since December 18, 2023 public companies other than smaller reporting companies are required to report a cybersecurity incident under Item 1.05 of Form 8-K within four business days after the company determines the incident...more
On July 26, the SEC adopted amendments to Regulation S-K and Exchange Act forms requiring public companies to disclose on a current basis material cybersecurity incidents and to disclose annually information regarding their...more
In May the SEC adopted rule amendments that require reporting companies to disclose in their periodic reports more detailed information about their repurchases of equity securities registered under Section 12 of the Exchange...more
On December 14, the SEC adopted long-awaited amendments to Rule 10b5-1 under the Exchange Act that add new conditions for a trading arrangement to qualify for the rule’s affirmative defense against Rule 10b-5 liability for...more
12/22/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On August 25, the SEC adopted rule amendments that require registrants to disclose, in proxy or information statements in which executive compensation disclosure is required, information showing the relationship between...more
The SEC recently adopted rule amendments that will require registrants and other persons to file or otherwise submit electronically via EDGAR a variety of documents that previously could be submitted in either electronic or...more
On March 21, in one of its most significant rulemakings in recent years, the Securities and Exchange Commission proposed rules that would require public companies to provide investors with extensive, consistent, and...more
On March 9, 2022 the SEC proposed rule amendments that would require public companies to report detailed information about material cybersecurity incidents affecting their business and about their cybersecurity risk...more
The SEC recently published its long-awaited proposal to amend Regulation 13D-G under the Exchange Act to modernize the SEC’s requirements for reporting beneficial ownership of securities. The SEC expects that the proposed...more
On February 10, 2022, the Securities and Exchange Commission (SEC) proposed amendments to Exchange Act Rules 21F-3 and 6, which govern the implementation of its whistleblower program. These amendments increase the SEC’s...more
On December 15, 2021 the SEC unveiled its long-awaited proposal to amend the requirements for securities trading arrangements adopted in reliance on Rule 10b5-1 under the Exchange Act. The proposed amendments would add new...more
Some investors have used credit default swaps in recent years to manufacture credit events and for other purposes related to activist conduct. In response to criticisms of these practices and in particular to a perception...more
On December 15 the SEC proposed new and amended rules that would require most reporting companies to provide more frequent and extensive disclosures about their share repurchase activity. A company engaged in share...more
On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more
11/16/2021
/ Corporate Governance ,
New Guidance ,
No-Action Requests ,
Ordinary Business Exception ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
On September 22 the SEC’s Division of Corporation Finance published on its website a “Sample Letter to Companies Regarding Climate Change Disclosures,” which it characterizes as an “illustrative letter” presenting “sample...more
On August 6 the SEC approved the Nasdaq Stock Market’s proposal to amend its listing rules to require operating companies listed on its U.S. exchanges to provide annual disclosures about the diversity of their board...more
The SEC recently filed a civil suit in federal district court against AT&T, Inc. charging the company with violating Regulation FD in 2016 by selectively disclosing nonpublic financial estimates and results to sell-side...more
On November 19 the SEC issued significant amendments to the disclosure requirements governing Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). The amendments to Item 303 of...more
The SEC recently updated its auditor independence rule in light of current market conditions and industry practice. The amendments, which were adopted over the dissenting votes of two Commissioners, relax a number of the...more
On November 17 the SEC adopted rules that permit the use of electronic signatures for most SEC filings and the electronic storage of executed signature pages. As a result, filers will no longer be required to create or...more
11/24/2020
/ Coronavirus/COVID-19 ,
E-Signatures ,
EDGAR ,
Electronic Filing ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Infectious Diseases ,
Publicly-Traded Companies ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC recently adopted amendments to Rule 14a-8 under the Securities Exchange Act of 1934 to tighten the requirements that govern the initial submission and resubmission of shareholder proposals for inclusion in a company’s...more
11/18/2020
/ Corporate Governance ,
New Guidance ,
Ownership Requirements ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Reform ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders ,
Threshold Requirements
On August 26 the SEC adopted far-reaching amendments to Regulation S-K items that govern disclosures on business, legal proceedings, and risk factors in filings under the Securities Act of 1933 and the Securities Exchange Act...more
On August 26, the SEC amended its rules under the Securities Act of 1933 to expand the definition of “accredited investor” used for determining eligibility to invest in certain securities offerings exempt from Securities Act...more