On October 10, 2023, the US Securities and Exchange Commission (SEC) adopted amendments to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, which among other things, accelerate the filing deadlines for...more
At an Open Meeting on July 26, 2023, the US Securities and Exchange Commission (SEC) adopted final rules and amendments that impose new cybersecurity-related disclosure requirements for public companies subject to the...more
7/31/2023
/ Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Security ,
Disclosure Requirements ,
New Rules ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Required Forms ,
Risk Management ,
Securities and Exchange Commission (SEC)
At an Open Meeting on December 14, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934 (Exchange Act), which impose new limitations on...more
12/22/2022
/ 10b5-1 Plans ,
Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Filing Requirements ,
Insider Trading ,
New Amendments ,
New Rules ,
Securities and Exchange Commission (SEC)
On August 25, 2022, the US Securities and Exchange Commission (SEC) adopted final rules to implement the pay versus performance disclosure requirement mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act...more
Last week, the US Securities and Exchange Commission’s (SEC) Investor Advisory Committee (IAC) issued recommendations that the SEC impose new restrictions and disclosure requirements for trading plans that afford executives...more
On August 6, 2021, the US Securities and Exchange Commission (SEC) approved a Nasdaq rule change that requires its listed companies to have diverse boards or explain why they do not. Subject to certain issuer exemptions and...more
8/11/2021
/ Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
At a June 7, 2021, conference, Securities and Exchange Commission (SEC) Chairman Gary Gensler shared plans to “freshen up” Exchange Act Rule 10b5-1. He directed SEC staff to consider and recommend certain restrictions on the...more
In May 2020, the US Securities and Exchange Commission announced amendments to the rule and forms regarding the financial statement requirements for business acquisitions and dispositions. Among other benefits, the amendments...more
7/9/2020
/ Acquisitions ,
Disclosure Requirements ,
Dispositions ,
Financial Statements ,
Foreign Investment ,
Income Test ,
Investment Test ,
Pro Forma Financial Information ,
Proposed Amendments ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
The Coronavirus (COVID-19) pandemic and the responses of governments and societies to the crisis are having a profound impact on public companies and capital markets worldwide. Such companies, including those in the United...more
3/29/2020
/ Annual Meeting ,
Board Meetings ,
Board of Directors ,
Capital Markets ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
European Central Bank ,
Filing Deadlines ,
Form 10-K ,
Form 8-K ,
France ,
Germany ,
Poison Pill ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-T ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Time Extensions ,
United States ,
Virtual Meetings
During the previous quarter, the SEC proposed new rulemaking to reduce the number of smaller companies that become subject to enhanced reporting requirements through “accelerated filer” and “large accelerated filer” status....more
7/16/2019
/ Accelerated Filers ,
Amended Rules ,
Blockchain ,
Capital Markets ,
Confidential Information ,
Cryptocurrency ,
Disclosure Requirements ,
FOIA ,
Food Marketing Institute v Argus Leader Media ,
Howey ,
ICFR ,
Investment Contract ,
Nasdaq ,
No-Action Letters ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Substantial-Competitive-Harm Test ,
Threshold Requirements
Although the SEC was closed during the first few weeks of the year, they came back strong to close out the quarter with a flurry of final and proposed rulemakings. Over the first quarter of 2019, the SEC adopted additional...more
4/16/2019
/ Anti-Fraud Provisions ,
C&DIs ,
Disclosure Requirements ,
EDGAR ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-Q ,
GAAP ,
Gender Equity ,
MD&A Statements ,
Nasdaq ,
NYSE ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Woman Board Members ,
XBRL Filing Requirements
On March 20, 2019, the SEC adopted amendments to existing rules that, among other provisions, permit the omission of certain confidential information from material contracts without separately requesting confidential...more
4/16/2019
/ Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Financial Regulatory Reform ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
GAAP ,
Incorporated by Reference ,
MD&A Statements ,
Regulation S-K ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements
On December 18, the SEC adopted a final rule requiring companies to disclose in proxy or information statements for the election of directors any practices or policies regarding the ability of employees or directors to engage...more
Last month, the SEC adopted amendments intended to facilitate the disclosure of information to investors, simplify compliance without significantly altering the total mix of information provided to investors, improve...more
10/1/2018
/ Broker-Dealer ,
Disclosure Requirements ,
Emerging Growth Companies ,
FASB ,
Financial Reporting ,
Foreign Investment ,
GAAP ,
Investment Adviser ,
Investment Company Act of 1940 ,
Investment Funds ,
Investors ,
PCAOB ,
Regulation A ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
On June 28, 2018, the US Securities and Exchange Commission (SEC) adopted rule amendments that raise the thresholds in the “smaller reporting company” definition. Under the amendments, the public float threshold for...more
The SEC recently confirmed that the new CEO pay ratio disclosure rules mandated in the Dodd-Frank Act will go into effect in the 2018 proxy season. To assist companies in preparation of the new disclosure, the SEC published...more
In Depth -
On June 27, 2016, the Securities and Exchange Commission (SEC) proposed amendments to its rules and regulations that would expand the number of companies that qualify as “smaller reporting companies” by...more
In Depth -
On May 16, 2016, the final rules adopted by the Securities and Exchange Commission (SEC) with respect to Title III of the Jumpstart Our Business Startups Act (JOBS Act) took effect (except for certain forms...more
As we roll into a new year and a new public company reporting season, public companies should be aware of a number of rule changes and rulemakings, Securities and Exchange Commission (SEC) staff guidance, disclosure trends...more
2/1/2016
/ Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Iran Threat Reduction and Syria Human Rights Act ,
Proxy Access ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Young Lawyers
Top Five Traps for the Unwary in Spin-Offs -
A wave of corporate breakups has swept through the United States over the last few years as investors have taken notice of the fact that smaller companies focused on a...more