News & Analysis as of

Shareholders Disclosure Requirements Securities Exchange Act of 1934

DLA Piper

Reminders and New Disclosure Requirements for the 2025 Proxy Season

DLA Piper on

The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more

A&O Shearman

District of Delaware Dismisses Securities Fraud Action By Investment Firm Against A Racing Game Developer And Publisher Related To...

A&O Shearman on

On February 26, 2025, Circuit Judge Stephanos Bibas, sitting by designation in the District Court for the District of Delaware, granted a motion for summary judgment in a securities action brought by an investment firm...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Rule Changes to Shareholder Ownership Reporting

The SEC shortened Schedule 13D and Schedule 13G beneficial ownership reporting deadlines and amended disclosure requirements. The SEC modified and accelerated the initial filing and amendment deadlines, as well as...more

Paul Hastings LLP

SEC Adopts Rules Enhancing Short Sale Disclosures

Paul Hastings LLP on

On October 13, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules requiring the reporting and disclosure of short sale trade data information. New Rule 13f-2 implements new obligations on...more

Freiberger Haber LLP

Securities Act Claims Dismissed as Time-Barred and Otherwise Insufficient

Freiberger Haber LLP on

On March 20, 2018, the United States Supreme Court decided Cyan, Inc. v. Beaver County Employees Retirement Fund, in which it unanimously held that the Securities Litigation Uniform Standards Act of 1998 does not strip state...more

Proskauer - Employee Benefits & Executive...

Practical Considerations for New Pay vs. Performance Disclosure Requirement

The SEC’s final rule on Pay Versus Performance becomes effective on October 8, 2022, and will require new executive compensation disclosures for the upcoming proxy season (for annual proxy statements that include executive...more

Foley & Lardner LLP

Public Company Pay Versus Performance Rules May Affect Pay Practices

Foley & Lardner LLP on

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final pay-versus-performance disclosure rules for publicly traded companies. These rules will require three new disclosures in upcoming proxy and...more

Foley & Lardner LLP

SEC Adopts Final Pay Versus Performance Disclosure Rules

Foley & Lardner LLP on

On August 25, 2022, the SEC adopted final pay versus performance disclosure rules. The breadth and complexity of the new rules require that companies begin to prepare the new disclosures now to provide enough time for data...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more

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