As we previously noted, the Securities and Exchange Commission (SEC) adopted long-delayed rules on October 26, 2022, which will require companies to implement mandatory "clawback" policies with respect to incentive-based...more
10/3/2023
/ Clawbacks ,
Corporate Governance ,
Corporate Officers ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial Statements ,
Incentive Compensation ,
Nasdaq ,
NYSE ,
Securities and Exchange Commission (SEC)
In the May edition of Capital Markets Compass, we examine how innovative offering structures are providing access to capital despite significant market challenges. We analyze recent SEC comment letters focusing on climate and...more
On May 3, 2023, by a 3-2 vote, the Securities and Exchange Commission (SEC) adopted amendments to disclosure rules (the “new buyback disclosure rules”) relating to repurchases of equity securities by issuers (or repurchases...more
Key Points -
- A court in London has ruled that the London branch of a German bank, which had issued confirmations of letters of credit issued by a Russian bank as security provided by Russian airlines for leases of...more
On February 10, the US Securities and Exchange Commission (SEC) issued 15 new Compliance and Disclosure Interpretations (C&DIs) to implement the "pay versus performance" (PvP) disclosure rules that were adopted on August 25,...more
On December 5, 2022, a large telecommunications company (the Company) and the US Securities and Exchange Commission (SEC) agreed to settle long-standing charges that executives allegedly had selectively disclosed material...more
In the February edition of the Katten Compass, we discuss the SEC’s recent amendments to Rule 10b5-1, which added new conditions to the availability of certain defenses to insider trading liability, as well as imposed new...more
Key Points -
- Insurance companies are bracing themselves for years of legal disputes over liability for total losses claimed by lessors to aircraft stranded in Russia as a result of sanctions over Russia's invasion of...more
1/3/2023
/ Air Carriers ,
Aircraft ,
Aircraft Financing ,
Airlines ,
Aviation Industry ,
Federal Aviation Administration (FAA) ,
Insurance Claims ,
Insurance Industry ,
Insurance Litigation ,
Lessor ,
Popular ,
Transportation Industry
On December 14, the Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 and related regulations governing "10b5-1 Plans." 10b5-1 Plans enable (1) public company insiders to sell their...more
12/28/2022
/ 10b5-1 Plans ,
Final Rules ,
Insider Trading ,
Proposed Amendments ,
Rule 10b-5 ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Securities Violations ,
Stock Repurchases
This year-end issue of the Compass includes an overview of a recent conference Katten held regarding developments in cryptocurrency in the capital markets space, led by Mark Wood, national co-head of Katten’s Capital Markets...more
12/23/2022
/ Capital Markets ,
Capital Raising ,
Clawbacks ,
Crypto Exchanges ,
Cryptoassets ,
Cryptocurrency ,
Insider Trading ,
Investment ,
Investors ,
Securities and Exchange Commission (SEC) ,
Venture Capital ,
Whistleblowers
On October 26, the Securities and Exchange Commission (SEC) adopted long-delayed rules which will require companies to implement mandatory "clawback" policies with respect to incentive-based compensation if the company's...more
11/18/2022
/ Board of Directors ,
Clawbacks ,
Corporate Officers ,
Directors ,
Dodd-Frank ,
Executive Compensation ,
Former Directors ,
Incentive Compensation ,
Proposed Regulation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
Key Points -
- The US Department of Justice reported that it obtained a warrant for the seizure of a Boeing 737-7EM aircraft for the alleged violation of US export controls on Russia (rather than because of ownership of...more
Key Points -
- Hong Kong Airlines (HKA) has announced that it is seeking to implement a restructuring of its aircraft lease obligations and other liabilities by court action in the UK and Hong Kong.
- The plan...more
Key Points -
- The rights of an aircraft lessor or lender financing the conversion of a passenger aircraft to a freighter aircraft will be specified in agreements between the borrower, financer and conversion facility....more
Key Points -
- In an August 2 press release, the US Commerce Department updated its list of aircraft that have flown into Russia or Belarus in apparent violation of Export Administration Regulations by adding the first 25...more
Key Points -
- The use by Malaysia Airlines' subsidiary, MAB Leasing Ltd. (incorporated in Malaysia) ("MABL"), in 2021, of an English Scheme of Arrangement (a "Scheme") to compromise its aircraft lease obligations proved...more
On March 30, the SEC released comprehensive proposals for rule changes that would materially expand the liability regime for SPAC transactions, including by limiting the availability of a commonly used safe harbor for...more
SEC’s Climate-Related Comment Letters – Avoiding Potential Pitfalls -
In September 2021, the Securities and Exchange Commission (SEC) provided a sample comment letter that included nine potential climate-related comments...more
Key Points -
- In an April 7 press release, the US Department of Commerce's Bureau of Industry and Security (BIS) announced orders suspending the export privileges of three Russian airlines — Aeroflot, Azur Air, and UTair...more
Key Points -
- In a March 30 press release, the US Commerce Department updated its March 18 list of aircraft that have flown into Russia in apparent violation of Export Administration Regulations by adding 73 aircraft and...more
Key Points -
- A recent Commerce Department Press Release clarifies that the Department's restrictions on aviation exports to Russia issued in the wake of the invasion of Ukraine apply to whole aircraft, and not just to as...more
Recent SEC Comment Letters Recent Securities and Exchange Commission (SEC) comment letters reveal the SEC's close examination of special purpose acquisition companies (SPACs) and their proposed business combinations show no...more
Capital Markets Compass covers the latest developments in the capital markets, public company, and corporate governance worlds.
...more
Stable Road And Momentus Close Business Combination. On August 11, Stable Road Acquisition Corp., a special purpose acquisition company (SPAC), announced that its shareholders had approved its business combination with...more
On August 19, hedge fund magnate Bill Ackman released a letter to shareholders announcing plans to potentially unwind the SPAC he launched last year, Pershing Square Tontine Holdings, Ltd. (Tontine), in response to a...more