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
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
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 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
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
The SEC has recently voted on new rules that will require companies to disclose material cybersecurity incidents within four days and to make disclosures about their broad cybersecurity risks in their annual report. Tom Fox...more
In a 3-2 vote, the Securities and Exchange Commission (SEC) adopted new cybersecurity rules yesterday (July 26, 2023) applicable to public companies. The rules, which will become effective thirty days after publication in...more
Come December 2023, public companies will have a very narrow window to report cybersecurity incidents that materially affect their companies. Companies will also have to report annually how they assess and manage...more
In May 2023, the Securities and Exchange Commission (SEC) amended its rules to significantly increase the disclosures public companies must make about repurchases of their equity securities. The recent amendments are the...more
On May 3, 2023, the Securities and Exchange Commission (the SEC) adopted amendments that increase the amount of disclosure an issuer must provide regarding its repurchases of its equity securities that are registered under...more
On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more
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
In the SEC's latest environmental, social and governance (ESG) rulemaking salvo, the agency proposed two new ESG-focused rules aimed at the advisory and investment company space: 1) proposed amendments to the "Names Rule"...more
The SEC announced on June 3, 2022 the adoption of amendments to: 1. Require electronic submission of certain forms that have previously been permitted to be submitted in paper format; and Require that financial...more
The SEC has issued proposed rules on disclosure of cybersecurity incidents. Specifically, the SEC is proposing to: Amend Form 8-K to add Item 1.05 to require registrants to disclose information about a cybersecurity...more
On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more
On December 15, the SEC proposed rules to address two stated priorities for the agency under Chair Gary Gensler: modernizing disclosure of share repurchases and curbing perceived abuses around Rule 10b5-1 and insider trading....more
On Wednesday, April 8, 2020, the SEC Chairman, Jay Clayton, and Director of the SEC’s Division of Corporation Finance, William Hinman, released a joint public statement emphasizing the importance of disclosures from public...more