The SEC shortened Schedule 13D and Schedule 13G beneficial ownership reporting deadlines and amended disclosure requirements.
The SEC modified and accelerated the initial filing and amendment deadlines, as well as...more
11/10/2023
/ Beneficial Owner ,
Compliance ,
Deadlines ,
Derivatives ,
Disclosure Requirements ,
EDGAR ,
New Rules ,
Passive Investments ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Security-Based Swaps ,
Shareholders
The SEC seeks to regulate trading through internal compliance processes.
The SEC settled insider trading charges in relation to misuse of a Rule 10b5-1 plan established in the name of a British Virgin Islands entity owned...more
1/5/2023
/ 10b5-1 Plans ,
Broker-Dealer ,
BVI Business Companies ,
Cease and Desist Orders ,
CEOs ,
Chief Technology Officer (CTO) ,
Compliance ,
Final Rules ,
Insider Trading ,
MNPI ,
Publicly-Traded Companies ,
Risk Mitigation ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Settlement
Affected individuals should review their 10b5-1 plans and Section 16(a) Reporting practices to ensure they comply with the new regulations.
Directors, officers and other persons (other than issuers) cannot maintain more...more
1/5/2023
/ 10b5-1 Plans ,
Affirmative Defenses ,
Certifications ,
Cooling-Off Rule ,
Disclosure Requirements ,
Insider Trading ,
MNPI ,
New Amendments ,
New Regulations ,
Private Equity Funds ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations.
Proposed Rules would significantly...more
4/18/2022
/ Conflicts of Interest ,
Disclosure Requirements ,
EGCs ,
Fiduciary Duty ,
Financial Statements ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Mergers ,
Proposed Rules ,
PSLRA ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
Chair Gensler’s enforcement agenda begins to take shape as SEC brings sprawling enforcement action against wide range of SPAC participants.
Consistent with prior SEC warnings regarding incentives for Special Purpose...more
7/16/2021
/ Airspace ,
CFIUS ,
Disclosure Requirements ,
Due Diligence ,
Enforcement Actions ,
False Statements ,
Financial Industry Regulatory Authority (FINRA) ,
Initial Public Offering (IPO) ,
Insider Trading ,
Internal Controls ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
March Madness extends into April as the Commission markedly increases its focus on SPACs.
Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more
4/19/2021
/ Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Initial Public Offering (IPO) ,
Insider Trading ,
Investors ,
New Guidance ,
Offering Documents ,
Proxy Statements ,
PSLRA ,
Registration Statement ,
Risk Mitigation ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
SPACs have seen exponential growth in 2020, but SPAC sponsors, investors and targets should beware the scrutiny de-SPAC transactions are receiving from the plaintiffs’ bar and the SEC.
2020’s SPAC IPO explosion will...more
12/16/2020
/ Corporate Counsel ,
D&O Insurance ,
Enforcement Actions ,
Financial Institutions ,
Initial Public Offering (IPO) ,
Private Securities Litigation Reform Act of 1995 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Special Purpose Acquisition Companies (SPACs)
TAKEAWAYS
- SEC scrutiny of private funds underscores the importance of remaining vigilant, including updating and improving compliance infrastructure and evaluating internal policies and procedures.
- Private funds...more
2/19/2020
/ California Consumer Privacy Act (CCPA) ,
Compliance ,
Cybersecurity ,
Enforcement Actions ,
Internal Controls ,
Investment Adviser ,
OCIE ,
Private Equity Firms ,
Private Funds ,
SEC Advertising Rule ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
Although the SEC did not bring as many headline enforcement actions against private funds as in years past, it continues to devote substantial resources and attention on investment advisers.
The SEC will maintain its...more
3/6/2019
/ Annual Reports ,
Conflicts of Interest ,
Cybersecurity ,
Enforcement Actions ,
Excessive Fees ,
Foreign Corrupt Practices Act (FCPA) ,
Illiquid Assets ,
Insider Trading ,
Investment Adviser ,
OCIE ,
Pay-To-Play ,
Private Equity Funds ,
Retail Investors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Strategic Enforcement Plan