Securities Exchange Act, Securities and Exchange Commission (SEC), Institutional Investors

SEC Division of Corporate Finance Updates C&DIs Related to the Eligibility to File Schedule 13G

Dorsey & Whitney LLP on 2/27/2025

On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

Cooley LLP on 2/17/2025

On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more

Nutter Securities Enforcement Update: Oct. 1 Quarterly Review

Nutter McClennen & Fish LLP on 10/14/2024

The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

SEC Brings Charges for Failure to File Forms 13F (Investment Manager Share Positions) and 13H (Large Trader Registration)

Latham & Watkins LLP on 9/30/2024

The SEC’s September 17, 2024, actions signal its commitment to penalize non-compliance, while encouraging market participants to self-report violations. On September 17, 2024, the US Securities and Exchange Commission...more

Navigating the New Compliance Landscape: Understanding Rule 14Ad-1 and Form N-PX Filing

Stark & Stark on 6/24/2024

New Rule 14Ad-1 takes effect on July 1, 2024, with filing of Form N-PX due on August 31, 2024, for votes during the July 1, 2023 to June 30, 2024 reporting period. ...more

Proxy Vote Reporting: Considerations for Institutional Investment Managers as the Form N-PX Filing Deadline Approaches

Seward & Kissel LLP on 6/4/2024

New Rule 14Ad-1 under the Exchange Act – which becomes effective on July 1, 2024 – will require institutional investment managers subject to the reporting requirements of Section 13(f) of the Exchange Act (known as “13F...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 Adopts New Short Position and Short Activity Reporting Requirements

Dorsey & Whitney LLP on 11/10/2023

The Securities and Exchange Commission (the “SEC”) adopted a new short position and short activity disclosure requirement under Rule 13f-2 of the Securities Exchange Act of 1934 (the “Exchange Act”). Under Rule 13f-2, an...more

SEC Adopts Rule Amendments to Modernize Beneficial Ownership Reporting

White & Case LLP on 10/30/2023

On October 10, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g)1 of the Securities Exchange Act of 1934...more

New Federal Exemption Changes the Registration Landscape for M&A Brokers

Latham & Watkins LLP on 5/25/2023

The narrower M&A broker exemption supersedes the 2014 M&A broker no-action letter while leaving state-level restrictions and foreign M&A broker relief unaffected. On March 29, 2023, the Securities Exchange Act of 1934...more

SEC’s Proposals to Modernize Beneficial Ownership Reporting May Complicate Enforcement of REIT Charter Ownership Limitations

Goodwin on 5/10/2022

On February 10, 2022, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments designed to modernize the rules governing beneficial ownership reporting. Section 13 of the Securities Exchange Act of 1934, as...more

SEC Proposes Amendments to Beneficial Ownership Reporting Rules

Morgan Lewis on 2/16/2022

The US Securities and Exchange Commission proposed amendments on February 10 with respect to reporting beneficial ownership on Schedules 13D and 13G that, if adopted as proposed, would significantly shorten the period for...more

The Latham Global IPO Guide - 2021 Edition

Latham & Watkins LLP on 4/19/2021

This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Digital asset securities: broker-dealer custody issues

Eversheds Sutherland (US) LLP on 1/13/2021

As 2020 came to a close, the issue of how digital asset securities can be custodied by US broker-dealers became clearer, at least from a regulatory standpoint. In a release issued pursuant to the Securities Exchange Act of...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

When Canadian Investors Must Report Investments (including those in Canada!) to the SEC

Dorsey & Whitney LLP on 10/23/2019

On September 17, 2019, the Financial Post reported that British Columbia Investment Management Corporation (BCIMC), one of Canada’s largest pension funds, inadvertently failed to report to the U.S. Securities and Exchange...more

Recent SEC Action Reminds Non-US Broker-Dealers of Obligations under U.S. Securities Laws - Compliance with U.S. securities laws...

Jones Day on 10/15/2019

In September 2019, the Securities and Exchange Commission ("SEC") charged a non-U.S. financial services firm for providing brokerage services to investors in the United States without being registered as a broker-dealer or...more

Securities Exchange Act › Securities and Exchange Commission (SEC) › Institutional Investors