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Filing Requirements Securities and Exchange Commission (SEC) Reporting Requirements

Bass, Berry & Sims PLC

The Time is Here: Public Companies Should be Mindful of the Upcoming Insider Trading Policy Form 10-K Exhibit Filing Requirement

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In connection with the upcoming Form 10-K/proxy season, public companies with a fiscal year ending on December 31 will be required, for the first time, to publicly file their insider trading policies as exhibits to their...more

Skadden, Arps, Slate, Meagher & Flom LLP

New Schedule 13G Accelerated Filing Deadlines Effective September 30, 2024

As we noted in prior client alerts (available here and here), in 2023 the Securities and Exchange Commission (SEC) adopted amendments to its beneficial ownership rules. The amended rules include accelerated filing deadlines...more

Foley Hoag LLP

TIC Form SHL-Reporting of Foreign Holdings of U.S. Securities Due August 30, 2024

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Form SHL is a five-year mandatory benchmark survey filing commissioned by the Department of the Treasury and administered by the Federal Reserve Bank of New York (“FRBNY”) applicable to all U.S.-resident issuers with foreign...more

Sullivan & Worcester

Deadline for Form 13F Filers for New Reporting Requirements on Executive Compensation Votes Rapidly Approaching

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The Securities and Exchange Commission adopted rule and form amendments that will require institutional investment managers who file Form 13F to use Form N-PX to report how they voted proxies on executive compensation (or...more

Jenner & Block

Reporting Requirements under the Corporate Transparency Act

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The Financial Crimes Enforcement Network of the Department of the Treasury (FinCEN) issued final regulations under the Corporate Transparency Act (CTA) which, effective January 1, 2024, require most companies (i.e.,...more

Cooley LLP

New SEC Requirements for Form 13F Filers Effective July 1, 2024

Cooley LLP on

In late 2022, the Securities and Exchange Commission (SEC) adopted rule changes that will require institutional investment managers who file Form 13F to annually file a Form N-PX disclosing the manner in which they have voted...more

Foley Hoag LLP

Important Dates and Reminders for Investment Advisers, Exempt Reporting Advisers, Commodity Trading Advisors and Commodity Pool...

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INVESTMENT ADVISERS - Annual Compliance Reviews - All investment advisers registered with the Securities and Exchange Commission (“SEC”) or at the state level are required to review their compliance policies and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Guide to Maintaining the Confidentiality of Commercially Sensitive Information in Agreements Filed With the SEC – 2024 Update

Editor’s note: This is an updated version of our January 12, 2023, client alert. This update covers new staff SEC guidance addressing the options companies have when existing confidential treatment orders approach expiration....more

Mitchell, Williams, Selig, Gates & Woodyard,...

Business Owner Alert: Corporate Transparency Act Requires New Ownership Reporting in 2024 and Beyond

It has been many years in the making, but the effective date of the Corporate Transparency Act (the “CTA”) is finally here. The CTA, enacted in 2021, is designed to prevent money laundering and other unlawful activity...more

Cornerstone Research

SEC Enforcement Actions Against Public Companies and Subsidiaries Jump in FY 2023

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Total monetary value of settlements fell to lowest level in last eight fiscal years. The U.S. Securities and Exchange Commission (SEC) filed 91 enforcement actions against public companies and subsidiaries in fiscal year...more

Seward & Kissel LLP

SEC Adopts Gross Short Position and Activity Reporting by Institutional Investment Managers

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On October 13, 2023, the Securities and Exchange Commission (the “SEC”) adopted new Rule 13f-2 (the “New Rule”) under Section 13(f)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), as well as related Form SHO....more

Foley Hoag LLP

Reminder: Renewal and Notice Filing Fees for Investment Advisers due by December 11, 2023

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As a reminder, investment advisers who are subject to any state registration, renewal or notice filing fees must have funded their IARD accounts by December 11, 2023 in order to cover such fees (with a recommendation from...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

Dorsey & Whitney LLP

SEC Accelerates Filing Deadlines for Beneficial Ownership Reports by 5% Shareholders, and Further Amends and Guides Reporting...

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On October 10, 2023, the Securities and Exchange Commission (“SEC”) approved amendments to the Regulation 13D-G reporting regime for persons who beneficially own more than 5% of a class of securities (“5% Owners”) that is...more

Kramer Levin Naftalis & Frankel LLP

New York District Court Holds Late 13D Filing Can Lead to Private Damages Under Section 10(b)

On Sept. 29, 2023, Southern District of New York Judge Andrew L. Carter issued a decision denying Elon Musk’s motion to dismiss a securities fraud class action brought against him. The gravamen of the claim was that Musk...more

Orrick, Herrington & Sutcliffe LLP

SEC Finalizes Beneficial Ownership Rule Amendments

The SEC has adopted amendments to the beneficial ownership rules under Sections 13(d) and 13(g) of the Securities and Exchange Act. When the amendments take effect, they will accelerate filing deadlines, incrementally clarify...more

A&O Shearman

SEC Accelerates Schedule 13D/G Filing Deadlines and Issues Guidance on Derivatives and Group Formation

A&O Shearman on

On October 10, 2023, the SEC adopted amendments to the rules governing the reporting of beneficial ownership of securities under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The amendments accelerate the...more

Cooley LLP

SEC approves changes to modernize beneficial ownership reporting [updated]

Cooley LLP on

[This post revises and updates my earlier post primarily to reflect the contents of the adopting release.] Last week, without an open meeting, the SEC adopted rule amendments governing beneficial ownership reporting...more

BCLP

Major Changes to 13D-13G Reporting Adopted by SEC

BCLP on

On October 10, 2023, the SEC adopted final amendments to Section 13(d) reporting obligations, including: ..Significantly accelerating filing deadlines ..Extending the filing cut-off from 5:30 pm ET to 10 pm ET ...more

Foley Hoag LLP - Public Companies & the Law

SEC Launches Enforcement Sweep for Violations of Section 13(d) and Section 16

On September 27, 2023, the SEC announced a series of enforcement actions against six officers, directors and major stockholders of public companies, as well as five companies, for repeated failures to report information...more

Dechert LLP

SEC Current Reporting Requirements for Private Funds Become Effective in December

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Key Takeaways - Following the SEC’s adoption, earlier this year, of changes to Form PF, large hedge fund advisers will face, for the first time, a requirement to report certain events to the SEC within 72 hours. ...more

Bowditch & Dewey

[Webinar] Full Disclosure – Tips, Tricks and Traps for the Unwary in Navigating Public Finance Disclosure Obligations: Part II –...

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The newly-enacted Financial Data Transparency Act (FDTA) has the potential to significantly change the format currently used by issuers and conduit borrowers in submitting financial information to the Municipal Securities...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets - 2023 SEC Filing Deadlines and Financial Statement Staleness Deadlines

To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more

McGuireWoods LLP

SEC Sets Deadline for Compliance with Electronic Filing Requirements for Form 144

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On June 2, 2022, the U.S. Securities and Exchange Commission (SEC) adopted rule amendments that require, among other things, Forms 144 to be filed electronically using the SEC’s EDGAR system, rather than through a paper...more

White & Case LLP

SEC Releases Electronic Form 144

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On September 23, 2022, the Securities and Exchange Commission (the "SEC") released the electronic version of Form 144. This follows the SEC's adoption on June 2, 2022 of rule amendments that require all Forms 144 to be filed...more

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