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Mandatory compliance nears for remaining Section 13 reporting requirements - SEC Update

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

Highlights of new SEC rules on climate-related disclosures

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

Agencies issue guidance on delayed SEC reporting of material cybersecurity incidents - SEC Update

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

SEC adopts significant new cybersecurity disclosure requirements

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

Looking ahead to expanded share repurchase disclosure - SEC Update

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

SEC adopts major Rule 10b5-1 amendments and disclosure requirements relating to securities transactions

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

SEC rule amendments require proxy disclosure of executive pay versus performance - SEC Update

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

SEC rule amendments to require electronic submission of Form 144 filings and “glossy” annual reports - SEC Update

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

SEC proposes expansive climate-related disclosure rules - SEC Update

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

SEC proposes significant new cybersecurity disclosure requirements

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

SEC proposes modernization of beneficial ownership reporting rules under Exchange Act Section 13

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

SEC issues proposal to amend rules to incentivise whistleblowers

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

SEC proposes major Rule 10b5-1 amendments and disclosure requirements relating to securities transactions

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

SEC proposes rules to prevent fraud and promote transparency in the use of credit default swaps and other security-based swaps

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

SEC proposes major reform of share repurchase disclosure

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

SEC staff issues new guidance on shareholder proposals involving social policy issues - SEC Update

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

SEC staff issues sample comments regarding climate change disclosure

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

SEC approves Nasdaq’s board diversity rules - SEC Update

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

SEC alleges FD violation for selective disclosure to analysts aimed at reducing consensus revenue estimate

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

SEC updates MD&A and other financial disclosure requirements

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

SEC updates auditor independence rule

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

The SEC adopts rule amendments to allow use of electronic signatures and electronic storage of signature pages

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

SEC tightens procedural requirements and resubmission thresholds for shareholder proposals

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

Principles matter: SEC amends disclosure rules for business, legal proceedings, and risk factors

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

More investors to be accredited under amended SEC rules

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

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