Securities Exchange Act, New Rules

Reminder for all 13F Filers: Form N-PX is due this month - by August 31, 2024

WilmerHale on 8/23/2024

Mutual funds and other registered investment companies have long had an obligation to file Form N-PX, giving the SEC and the public access to how a fund voted proxies on an annual basis. New Rule 14Ad-1 under the Securities...more

New Proxy Voting Reporting Requirements For Investment Managers For 2023-24 Annual Meeting Season

Goodwin on 5/21/2024

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

SEC Releases Materials on T+1 Settlement Cycle Adoption in Advance of May Compliance Date

Seward & Kissel LLP on 4/19/2024

Who may be interested: Registered-Investment Companies; Investment Advisers; Broker-Dealers - Quick Take: In May 2023, the SEC adopted several Rules and Rule amendments which, among other things, shorten the standard...more

SEC Voluntarily Stays Climate Disclosure Rule Pending Litigation

Mintz on 4/5/2024

Today, the SEC issued an order to stay the recently promulgated climate disclosure rule until the courts have the opportunity to judicially review the climate disclosure rule. Specifically, the SEC stated that it “has...more

Who Needs Customers, Anyway? New SEC Rules Turn Traders Into Dealers

Jones Day on 2/28/2024

The Securities and Exchange Commission (the "SEC" or "Commission") has adopted new rules that further define the phrase "part of a regular business" for purposes of determining whether a person is a "dealer" or "government...more

The SEC’s Definition of a “Dealer” - End of the Road for DeFi, or Just Another Bump?

Latham & Watkins LLP on 2/28/2024

The SEC’s ambiguous rule could have a chilling effect both on decentralized finance and on the provision of liquidity to centralized crypto exchanges. The Securities and Exchange Commission (SEC) adopted a new rule on...more

SEC Adopts New Rules That Will Require More Market Participants to Register as Dealers

WilmerHale on 2/27/2024

On February 6, 2024, by a vote of 3-2 along party lines, the Securities and Exchange Commission (the SEC or the Commission) adopted Rules 3a5-4 and 3a44-2 under the Securities Exchange Act of 1934 (the Exchange Act), which...more

SEC Expands Statutory Definition of “Dealer” and “Government Securities Dealer”

Latham & Watkins LLP on 2/26/2024

SEC defines the phrase “as part of a regular business” to capture private funds and other market participants that take on liquidity-providing roles. The Securities and Exchange Commission (SEC) adopted new rules that...more

Revised Dealer Rules

Tannenbaum Helpern Syracuse & Hirschtritt LLP on 2/15/2024

On February 6, 2024, the Securities and Exchange Commission (“SEC”) in a 3-2 vote adopted new Rules 3a5‑4 and 3a44‑2 (the “Dealer Rules”) that expand the definition of a “dealer” and a “government securities dealer” under the...more

SEC Expands Dealer Definition to Capture Large Traders Regularly Providing Liquidity to the Markets

Goodwin on 2/12/2024

High-frequency traders, private funds, decentralized exchange automated market makers, and even state pension plans should consider whether the expanded dealer definition triggers the need to register as a securities dealer...more

SEC Adopts New Rule Prohibiting Conflicts of Interest in Certain Securitizations

Proskauer - Regulatory & Compliance on 12/8/2023

Following the financial crisis of 2007-2009 and Congressional investigations into the securitization market, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 prohibited securitization participants from...more

SEC adopts rules requiring the reporting of securities loans and the disclosure of short sales

Eversheds Sutherland (US) LLP on 11/16/2023

On October 13, 2023, the Securities and Exchange Commission (SEC) adopted new Rule 10c-1a under the Securities Exchange Act of 1934, as amended (1934 Act), requiring certain persons to report securities loan information to...more

Fifth Circuit Court of Appeals Rejects Challenge to Nasdaq’s Board-Diversity Rules

Proskauer - Corporate Defense and Disputes on 10/20/2023

The U.S. Court of Appeals for the Fifth Circuit denied review of the Securities and Exchange Commission’s approval of proposed rules promulgated by the Nasdaq Stock Market concerning the diversity of directors on...more

Shorter Schedule 13D and Schedule 13G Filing Deadlines and New Guidance: SEC Adopts Final Rules Amending Beneficial Ownership...

Vinson & Elkins LLP on 10/17/2023

On October 10, 2023, the Securities and Exchange Commission (“SEC”) adopted amendments to the rules governing beneficial ownership1 reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the...more

RIA Regulatory Review - October 2023

Dorsey & Whitney LLP on 10/16/2023

This RIA Regulatory Review highlights certain key regulatory developments affecting investment advisers. Please contact us with any questions on the topics covered below. The SEC Adopts Significant New Rules for Private...more

SEC Adopts Amendments to Increase Proxy Voting Transparency

Seward & Kissel LLP on 12/1/2022

The Securities and Exchange Commission (SEC) recently adopted rule and form amendments (Amendments) under the Investment Company Act of 1940 to enhance the information that mutual funds, exchange-traded funds, and other...more

SEC Adopts New Incentive-Based Compensation "Clawback" Rule

Mintz - Securities Litigation Viewpoints on 11/30/2022

On October 26, 2022, the Securities and Exchange Commission, in a 3-2 vote, adopted a new rule, Exchange Act Rule 10D-1. Rule 10D-1 directs national securities exchanges adopt listing standards to require all issuers...more

SEC Adopts ‘Clawback’ Rules for Executive Compensation

Fenwick & West LLP on 11/1/2022

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted rules directing the national securities exchanges to create listing standards requiring listed companies to develop and implement policies that...more

SEC Proposes Rules for Security-Based Swaps Prohibiting Fraud and Manipulation

Morgan Lewis on 12/21/2021

The US Securities and Exchange Commission proposed new rules on December 15, 2021, with respect to security-based swaps that, if adopted as proposed, would prohibit fraud and manipulation, require reporting of large...more

SEC Adopts New Rule for Fund of Fund Arrangements

Skadden, Arps, Slate, Meagher & Flom LLP on 11/6/2020

On October 7, 2020, the Securities and Exchange Commission (SEC) adopted Rule 12d1-4 (Final Rule or Rule 12d1-4) under the Investment Company Act of 1940 (1940 Act) in an effort to streamline and enhance the regulatory...more

The New SEC Whistleblower Rules: Improving A Successful Program Or Undermining It?

Dorsey & Whitney LLP on 10/1/2020

The U.S. Securities and Exchange Commission’s (“Commission” or “SEC”) whistleblower program has, by all accounts, been a huge success. Added to the Securities Exchange Act of 1934 (“Exchange Act”) as Section 21F by the...more

REIT Advisor – March 2020

King & Spalding on 3/6/2020

On March 2, 2020, the Securities and Exchange Commission (the “SEC”) released its final rule amending the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, including...more

Corporate & Financial Weekly Digest, Featuring the Articles on LIBOR-Transition Relief and New CFTC Rules for DCOs, Swap Dealers

Katten Muchin Rosenman LLP on 12/23/2019

SEC/CORPORATE - SEC Announces Proposed Amendments to the Definitions of “Accredited Investor” and “Qualified Institutional Buyer” - On December 18, the Securities and Exchange Commission voted to propose amendments...more

A Rising Tide May Lift All Boats: SEC Adopts Rule 163B, Permitting All Issuers to “Test the Waters”

Pillsbury Winthrop Shaw Pittman LLP on 10/31/2019

The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more

SEC Adopts New ETF Rule

Vedder Price on 10/1/2019

On September 26, 2019, the Securities and Exchange Commission (the “SEC”) adopted Rule 6c-11 (the “Rule”) under the Investment Company Act of 1940 (the “1940 Act”), the long-awaited “ETF Rule.” ETFs that satisfy certain...more

Securities Exchange Act › New Rules

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