News & Analysis as of

Disclosure Requirements Securities and Exchange Commission (SEC) Amended Rules

Davies Ward Phillips & Vineberg LLP

The SEC Amends Beneficial Ownership Reporting Rules

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted final amendments to the rules that govern beneficial ownership reporting and provided guidance on the application of those rules. The SEC also...more

Jenner & Block

Client Alert: SEC Amends Schedules 13D and 13G Beneficial Ownership Reporting Rules and Filing Requirements

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On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rule amendments (the “Final Rules”) that implement various changes to the reporting and filing requirements under Regulation 13D-G...more

Goodwin

SEC Adopts Rule Enhancements to Prevent Misleading or Deceptive Investment Fund Names

Goodwin on

On September 20, 2023, the US Securities and Exchange Commission (the “SEC”) voted, by a 4-1 vote, to adopt certain amendments (the “final rule” or the “amendments”) to Rule 35d-1 (the “Names Rule”) under the Investment...more

Vedder Price

SEC Adopts Amendments to Fund Names Rule, Broadening the Scope of Funds that Must Comply

Vedder Price on

On September 20, 2023, the SEC adopted amendments to the investment company names rule, Rule 35d-1 under the Investment Company Act of 1940. According to SEC estimates, the amendments will bring approximately 2,200 funds that...more

Kramer Levin Naftalis & Frankel LLP

SEC Adopts ‘Names Rule’ Changes

On Sept. 20, the Securities and Exchange Commission (SEC) adopted amendments to Rule 35d-1, more commonly known as the “Names Rule,” under the Investment Company Act of 1940 (Investment Company Act). These amendments are...more

Cole Schotz

Investment Advisers Act Amendments

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The Securities and Exchange Commission (“SEC”) adopted new private fund adviser rules and amendments (the “Amendments”) to the Investment Advisers Act of 1940 (the “Advisers Act”). These Amendments create new obligations for...more

Eversheds Sutherland (US) LLP

SEC adopts sweeping new private fund adviser rules and amendment to compliance rule

On August 23, 2023, a divided Securities and Exchange Commission (SEC) adopted far-reaching new rules and rule amendments under the Investment Advisers Act of 1940, as amended (Advisers Act). While the final rules are not as...more

Keating Muething & Klekamp PLL

SEC Cybersecurity Disclosure Final Rule

On July 26, 2023, the Securities and Exchange Commission (“SEC”) adopted final rules, rule amendments and form amendments to expand and standardize disclosures regarding cybersecurity risk management, strategy, governance,...more

Jenner & Block

Client Alert: SEC’s Approach to Enforcement After Cyber Incidents: Key Takeaways for Public Companies from a Recent Speech

Jenner & Block on

Last month, Gurbir Grewal, the Director of the SEC’s Division of Enforcement, spoke at the Financial Times Cyber Resilience Summit. During the remarks, he outlined the importance of cybersecurity and signaled that the SEC is...more

Wilson Sonsini Goodrich & Rosati

Snapshot: Risk Factor Trends—Part 1

In 2020, we published our inaugural Risk Factor Trends Report, which summarized the risk factor disclosure practices of the Lonergan Silicon Valley 150 (SV150) prior to the amendments to Item 105, Risk factors, of Regulation...more

Davis Wright Tremaine LLP

SEC Adopts Proposals to Enhance Share Repurchase Disclosures and Private Fund Reporting

On May 3, 2023, the Commission announced that it adopted amendments to two rules enhancing disclosure requirements for share repurchases and private fund reporting. First, the Commission adopted amendments to the rules on...more

Goodwin

SEC Adopts Final Disclosure Rules for Company Share Repurchases

Goodwin on

The US Securities and Exchange Commission (SEC) adopted amendments that will expand quarterly disclosure of share repurchases in Form 10-Q quarterly reports and Form 10-K annual reports filed by domestic operating companies....more

White & Case LLP

SEC Adopts Amendments Regarding Company “Buybacks”

White & Case LLP on

On May 3, 2023, the US Securities and Exchange Commission (the "SEC") adopted rule amendments to expand the disclosure requirements for issuer stock repurchases. These amendments: - Tabular Disclosure: Create a new...more

BCLP

Time to Get Ready - SEC Adopts Expanded Share Repurchase Disclosures

BCLP on

What happened - On May 3, 2023, a divided SEC adopted rule amendments that significantly increase company disclosures about their share repurchases. The changes will require companies to...more

Carlton Fields

Increased Visibility Into Fund Proxy Voting: SEC Adopts Controversial Requirements

Carlton Fields on

The SEC has adopted rule and form amendments requiring mutual funds, ETFs, and certain other registered funds (funds) to report more details about their voting of portfolio company proxies. ...more

Venable LLP

SEC Adopts Amendments to Rule 10b5-1 and Related Disclosure Requirements

Venable LLP on

On December 14, 2022, the SEC adopted amendments to Rule 10b5-1 as well as related new disclosure requirements for companies. In addition, Forms 4 and 5 are amended to require the identification of transactions made pursuant...more

Eversheds Sutherland (US) LLP

SEC amends Rule 10b5-1 and revamps affirmative defense to insider trading charges

The Securities and Exchange Commission (SEC) has unanimously adopted amendments to Rule 10b5-1 (the Rule), which prohibits the purchase or sale of securities on the basis of material nonpublic information (MNPI) in violation...more

Ballard Spahr LLP

SEC Adopts Amendments Regarding Rule 10b5-1 Trading Arrangements and Related Disclosures

Ballard Spahr LLP on

Summary - The Securities and Exchange Commission on December 14, 2022, adopted final rules to amend Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (Exchange Act). The amendments apply a cooling-off...more

White & Case LLP

SEC Adopts Amendments to Rule 10b5-1

White & Case LLP on

On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Plans adopted pursuant to Rule 10b5-1...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Amends Rules for Rule 10b5-1 Trading Plans and Adds New Disclosure Requirements

On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements intended to address what it perceives may be abusive practices relating to Rule 10b5-1 trading...more

Foley Hoag LLP - Public Companies & the Law

SEC Amends Rule 10b5-1

In August 2000, the Securities and Exchange Commission (“SEC”) adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, established an affirmative defense to a...more

McGuireWoods LLP

SEC Adopts Significant Changes to Securities Exchange Act Rule 10b5-1 and Imposes Related Disclosures

McGuireWoods LLP on

On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, which adds new conditions to the use of the affirmative defense...more

WilmerHale

SEC Holiday Reading List: Four Rule Proposals That Would Overhaul Market Structure and How Retail Orders Are Executed

WilmerHale on

On December 14, 2022, the Securities and Exchange Commission (“SEC” or “Commission”) released four sweeping rulemaking proposals that would change market structure as we currently know it and introduce a new federal standard...more

WilmerHale

SEC Adopts Amendments to Rule 10b5-1

WilmerHale on

In a surprising 5-0 vote, the SEC yesterday adopted amendments to Rule 10b5-1, the SEC’s rule governing pre-arranged trading plans, as well as amendments to related disclosure and other rules. The amendments impose...more

Hogan Lovells

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

Hogan Lovells on

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

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