News & Analysis as of

Reporting Requirements Securities Exchange Act of 1934

Cooley LLP

How to Explain Section 16 to a Newbie

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Given the hubbub over the SEC’s new EDGAR Next, I thought it would be useful to provide a FAQ explaining the rationale for Section 16 to a new director or officer who is unfamiliar with the concept....more

Troutman Pepper Locke

SEC Clarifies Disclosure Requirements for Crypto Asset Securities

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On April 10, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) issued a statement aimed at providing greater clarity on the application of federal securities laws to crypto assets....more

DLA Piper

Corp Fin Releases New Guidance on Clawback Disclosure Requirements

DLA Piper on

The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more

Mayer Brown Free Writings + Perspectives

New Corp Fin CDIs on Clawbacks and De-SPAC Co-Registrants

On April 11, 2025, the staff (the “Staff”) of the U.S. Securities Commission’s Division of Corporation Finance (the “Division”) issued seven new Compliance and Disclosure Interpretations (“CDIs”), the third update to the CDIs...more

Proskauer Rose LLP

Proskauer Hedge Fund Trading Guide Chapter 4: Stock Acquisitions: Key Requirements and Timing Considerations of Hart-Scott-Rodino

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Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It...more

Mayer Brown Free Writings + Perspectives

Staff Guidance on Non-WKSI Form S-3 Registration Process; Disclosure Requirements for Foreign Private Issuers

On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure...more

ArentFox Schiff

SEC Expands Accommodations for Reviewing Nonpublic Registration Statements

ArentFox Schiff on

On March 3, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced that it is expanding the accommodations available to issuers submitting nonpublic draft registration statements for staff...more

Proskauer - Regulatory & Compliance

SEC Extends Compliance Date for Short Sale Reporting Rule to 2026

On February 6, 2025, the SEC announced that it was providing a temporary exemption from compliance with Rule 13f-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), which establishes a mandatory short reporting...more

Seward & Kissel LLP

Client Reminder: Required Gross Short Position and Activity Reporting by Institutional Investment Managers on Form SHO

Seward & Kissel LLP on

Seward & Kissel is reminding its clients about the recent January 2, 2025 compliance date for new Rule 13f-2 (the “New Rule”) under the Securities Exchange Act of 1934 (the “Exchange Act”), as well as related reporting on...more

Mayer Brown

What’s the Deal? – Rule 10b5-1 Plans

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Here’s the deal: A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more

Davis Wright Tremaine LLP

5th Circuit Again Adopts Restrictive View of Exchange Act Purposes and SEC Regulatory Power

On December 11, 2024, the 5th Circuit issued another important opinion (for the third time this year) requiring that an administrative agency's rules fit squarely within the statutory scheme that empowers the agency to act....more

Morris, Manning & Martin, LLP

Securities & Corporate Governance Q4 2024 Quarterly Newsletter

Morris, Manning & Martin, LLP’s Securities & Corporate Governance Quarterly Newsletter is designed to update public and private company clients on recent developments in federal securities laws and corporate governance...more

White & Case LLP

Section 13 and 16 Developments: Lessons Learned from Recent SEC Enforcement Actions

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Over the past year, the U.S. Securities and Exchange Commission (“SEC”) has intensified its focus on beneficial ownership reporting under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934 (“Exchange...more

Husch Blackwell LLP

SEC Levies Extensive Penalties for Late Beneficial Ownership Reporting and Insider Transaction Reports

Husch Blackwell LLP on

On September 25, 2024, the Securities and Exchange Commission (SEC) announced settlements with 23 entities and individuals for untimely reporting related to their respective holdings and transactions in public company stock....more

Foley Hoag LLP

SEC Short Sale Disclosure Rules & Upcoming Compliance Date

Foley Hoag LLP on

On October 13, 2023, the SEC adopted Rule 13f-2 and related Form SHO pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). Rule 13f-2 seeks to address Congress’ directive under Section 929X of the Dodd-Frank...more

A&O Shearman

The SEC Files Settled Complaint Against A Public Company Director For Allegedly Hiding Close Friendship With Company Executive To...

A&O Shearman on

On September 30, 2024, the Securities and Exchange Commission (“SEC”) filed a settled enforcement action against a former director of a public company (the “Company”) over claims that the director had failed to disclose his...more

Morgan Lewis

SEC Enforces Beneficial Ownership, Insider Transaction Reporting Requirements; Reminder New 13G Deadlines Now in Effect

Morgan Lewis on

Recent actions by the US Securities and Exchange Commission’s (SEC’s) Division of Enforcement highlight the importance of making timely filings pursuant to Sections 13(d), 16, and 13(f) of the Securities Exchange Act of 1934....more

McDermott Will & Emery

SEC Amends Schedule 13G Beneficial Ownership Reporting Deadlines

McDermott Will & Emery on

On September 30, 2024, the revised Schedule 13G filing deadlines became effective. In this article, we provide an overview of the new regime and provide a comparison with the corresponding notification deadlines in the EU and...more

Alston & Bird

SEC Cracks Down on Individuals and Entities for Failure to Timely File Beneficial Ownership and Insider Trading Reports

Alston & Bird on

Our Securities Group weighs in on the settlement by the Securities and Exchange Commission with 23 separate entities and individuals for alleged violations involving the failure to timely report ownership information....more

Mayer Brown Free Writings + Perspectives

SEC Charges Eleven Institutional Investment Managers with Reporting Failures

On September 17, 2024, the Securities and Exchange Commission announced cease-and-desist proceedings against eleven institutional investment managers for failure to file reports required by the Securities Exchange Act of...more

Foley & Lardner LLP

SEC’s Focus on Whistleblower Protection Practices Continues

Foley & Lardner LLP on

On September 9, 2024, the U.S. Securities and Exchange Commission (SEC) announced that it settled charges against seven public companies for alleged violations of Securities Exchange Act Rule 21F-17. According to the SEC,...more

Seward & Kissel LLP

Recent SEC Enforcements for Violations of Whistleblower Protection Rule

Seward & Kissel LLP on

On September 9, 2024, the Securities and Exchange Commission (“SEC”) announced it settled enforcement actions against seven public companies for alleged violations of its whistleblower protection rule in their...more

Wilson Sonsini Goodrich & Rosati

REMINDER: New Schedule 13G Filing Deadlines

In October 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules amending the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange...more

Cadwalader, Wickersham & Taft LLP

Schedule 13G – Preparing for the New Reporting Deadlines

On October 10, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to rules promulgated under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),...more

DarrowEverett LLP

The Heat Is On SEC’s Climate-Related Disclosure Rules

DarrowEverett LLP on

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules requiring issuers to include extensive disclosure in registration statements and periodic reports regarding material...more

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