Nonprofit Quick Tip: State Filings in Kentucky and Tennessee
In an attempt to facilitate capital raising, the SEC announced that it was expanding the ability of issuers to submit draft registration statements for confidential review by the staff. Historically, this procedure was mostly...more
For most investment advisers, March signals the beginning of Form ADV season, where compliance officers gather all kinds of firm data to update a document fraught with potential regulatory liability. For the uninitiated, Form...more
As a reminder, each registered investment adviser must file an annual updating amendment to its Form ADV within 90 days of its fiscal year end. This means an adviser with a December 31 fiscal year end will be required to file...more
New legislation liberalizing certain disclosure requirements under the Affordable Care Act (“ACA”) was passed at the end of 2024. Effective for 2024 reporting, mailing a paper copy of Forms 1095-C/1095-B is no longer...more
On October 10, 2024, the Federal Trade Commission (FTC) unanimously approved changes to the premerger filings required under the Hart-Scott-Rodino (HSR) Act. The new rules go into effect on February 10, 2025, after which any...more
With calendar year 2024 completed, US public companies with a December 31 fiscal year-end will be working to prepare their annual reports on Form 10-K for filing with the US Securities and Exchange Commission (SEC). Companies...more
As discussed in our October 27, 2024 post, the SEC has announced new security requirements for Edgar filers. The compliance date is September 15, 2025....more
Our guide to 2025 SEC filing deadlines and financial statement staleness dates is now available. Public companies should factor in these key reporting deadlines, disclosure obligations and SEC holidays as they plan for the...more
On November 2, 2022, the U.S. Securities and Exchange Commission (SEC) announced the adoption of amendments to Form N-PX and related rules to extend public company stockholder vote disclosure filing requirements beyond...more
The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due April 1, 2024. As we have described in previous mailings, this report must be filed by a business entity if it received...more
Under Pennsylvania's pay-to-play disclosure law, any business entity that has been awarded any no-bid contract by the Commonwealth of Pennsylvania or any of its political subdivisions must file a disclosure with the...more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
The EU's new Foreign Subsidies Regulation (FSR), which came into effect on July 12, 2023, marks the European Commission's attempt to level the playing field by addressing the potential distortive effects of non-EU subsidies...more
On November 22, 2023, the SEC issued an order postponing the effective date of rules that would require issuers to include detailed disclosures in periodic reports related to their share repurchases (the “Repurchase Rule”)....more
On October 10, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted certain of its proposed changes to modernize the rules governing beneficial ownership reporting. However, not all proposed rules were adopted;...more
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
On September 27, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued 10 new Compliance & Disclosure Interpretations (C&DIs) relating to the pay-versus-performance (PVP)...more
The Securities and Exchange Commission (“SEC”) adopted the final rules (the “Final Rules”) on July 26, 2023 that will require disclosure of material cybersecurity incidents, cybersecurity risk management, strategy, and...more
On August 25, 2023, the staff of the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued guidance to address certain open questions on the amendments to Rule 10b5-1 and related disclosure...more
On August 30, 2023, the staff of the U.S. Securities and Exchange Commission posted three compliance and disclosure interpretations (“C&DIs”) providing guidance on Form F-SR. Form F-SR is the new form for a foreign private...more
Closed-End Fund Activism Update - Activist investors continue to take large positions in closed-end funds and engage in disruptive activity that may be harmful to long-term shareholders of retail closed-end funds. This...more
The U.S. Securities and Exchange Commission (SEC) adopted final rules on July 26, 2023, requiring public companies to provide current disclosure, within what may be a short time window, about material cybersecurity incidents...more
On July 26, the Securities and Exchange Commission (“SEC”) finalized a much anticipated rule addressing cybersecurity risk management, strategy, governance, and incident disclosure. Public companies registered with the SEC...more
On July 25, 2023, the US Securities and Exchange Commission (the SEC), by a 3-2 vote, adopted final rules regarding cybersecurity risk management, strategy, governance and incident reporting by public companies (the Final...more
On July 26, 2023, the Securities and Exchange Commission (the “SEC”) adopted new rules requiring public companies to disclose within four business days material cybersecurity incidents they experience and to disclose annually...more