News & Analysis as of

Shareholders Securities and Exchange Commission (SEC) Compliance

KPMG Board Leadership Center (BLC)

Oversight of climate disclosures: SEC stay doesn’t mean stop

Despite the sense of relief that many companies initially felt with the SEC’s stay of its climate disclosure rules, the pause is unlikely to temper the forces demanding climate disclosures by other means. In the latest paper...more

K&L Gates LLP

SEC Expands "Dealer" Definition to Capture Liquidity Providers

K&L Gates LLP on

Introduction - On 6 February 2024, the US Securities and Exchange Commission (SEC) voted 3-2 to adopt two new rules that significantly expand the definitions of a “dealer” and “government securities dealer” in Sections...more

Proskauer - Regulatory & Compliance

SEC Answers Questions on New Tailored Shareholder Report Requirements

The staff of the Division of Investment Management (the “Staff”) has issued a FAQ pertaining to the rule and form amendments adopted by the Securities and Exchange Commission (the “SEC”) in October 2022, which require...more

NAVEX

Risk & Compliance as a Strategic Imperative for the Board

NAVEX on

In an era marked by heightened global regulatory scrutiny and enforcement, the landscape of risk and compliance is undergoing an evolution making the strategic imperative for effective, risk-based compliance initiatives...more

Saul Ewing LLP

Public Companies Quarterly Update (Q4 2023)

Saul Ewing LLP on

Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more

Holland & Knight LLP

Are You a Mexican Shareholder of a U.S. Company? 2024 Brings New U.S. Reporting Obligations

Holland & Knight LLP on

Similar to the controlling beneficiary regulation in Mexico, next year the United States will enter into force a new obligation for most U.S. companies, including those with Mexican shareholders, to report information about...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues New and Revised Pay-Versus-Performance Compliance & Disclosure Interpretations

On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,...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

K2 Integrity

SEC’s New Cyber Disclosure Rule: Challenges, Consequences, And Compliance

K2 Integrity on

The U.S. Securities and Exchange Commission’s (SEC) impending cyber disclosure rule, slated to commence on 15 December 2023, underscores an imperative shift towards a more transparent and accountable cybersecurity posture for...more

Fenwick & West LLP

SEC Adopts Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

Fenwick & West LLP on

On October 10, 2023, the U.S. Securities and Exchange Commission adopted new rules (the Amendments) that amend Regulation 13D-G under the Securities Exchange Act of 1934 (the Exchange Act), which provide companies, and the...more

BCLP

Issues and Considerations Involving the Recovery of Executive Officer Compensation

BCLP on

At the recent meeting of the Employee Benefits and Executive Compensation Subcommittee at the ABA’s Business Law Fall meeting, moderators identified several hot topics stemming from the new compensation recovery (clawback)...more

A&O Shearman

SEC Brings Charges Under Enforcement Initiative Directed at Insider Report Compliance Failures

A&O Shearman on

On September 27th, 2023, the SEC brought charges against six officers, directors and major shareholders of public companies for repeated failures to make timely filings pursuant to Section 13 and Section 16 of the Securities...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

Seward & Kissel LLP

SEC Releases Staff Bulletin on Differential Advisory Fee Waivers

Seward & Kissel LLP on

Who may be interested: Investment Advisers, Mutual Fund Boards of Directors - Quick Take: The SEC staff recently issued a bulletin to highlight the requirements of Section 18 of the Investment Company Act of 1940 (1940...more

Eversheds Sutherland (US) LLP

SEC adopts significant changes to shareholder reports for N-1A filers and amendments to investment company advertising rules

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rule and form amendments (Final Rule) that significantly alter the form and content of annual and semi-annual shareholder reports provided by...more

Goodwin

Dismissal of Shareholder Derivative Suit for Failure to Allege Demand Was Excused

Goodwin on

On September 27, 2022, U.S. District Judge Kevin McNulty of the District of New Jersey dismissed a consolidated derivative action allegedly brought on behalf of Cognizant Technology Solutions Corporation against certain...more

White & Case LLP

Repricing Underwater Options

White & Case LLP on

In this time of market volatility, White & Case LLP partners Colin Diamond (Chair of US Public Company Advisory) and Henrik Patel (Global Head of Employment, Compensation and Benefits) address the securities law, tax and...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Proposes Amendments to Shareholder Reporting Rules, Affecting Schedule 13D/G Filers and Impacting Section 16(a) Reporting

Rule amendments, if adopted, would substantially shorten filing deadlines for initial and amended Schedules 13D and 13G, as well as increase the number of securityholders required to file Section 16(a) reports (Forms 3, 4,...more

Wilson Sonsini Goodrich & Rosati

NYSE Extends Temporary Relief from Shareholder Approval Requirements

On September 28, the U.S. Securities and Exchange Commission (SEC) approved with immediate effect the request by the New York Stock Exchange (NYSE) to extend the temporary relief from certain shareholder approval requirements...more

Fenwick & West LLP

The Latest and Greatest on Direct Listings: Direct Listings + Capital Raise, Lock-Up Agreements, COVID-19 and More

Fenwick & West LLP on

Our last in a series of articles on direct listings noted that we were expecting significant regulatory developments to give companies more flexibility to pursue alternatives to a traditional initial public offering. Those...more

Allen Matkins

Can This Bylaw Provision Eliminate Shareholder Proposals?

Allen Matkins on

Rule 14a-8 under the Securities Exchange Act of 1934 requires companies that are subject to the federal proxy rules to include shareholder proposals in their own proxy statements to shareholders, subject to certain procedural...more

Fenwick & West LLP

National Stock Exchanges Provide Relief in Light of COVID-19

Fenwick & West LLP on

In the past few weeks, the Nasdaq Stock Market and the New York Stock Exchange, with the approval of the U.S. Securities and Exchange Commission, have approved rules easing certain requirements for listed companies in light...more

Thomas Fox - Compliance Evangelist

Day 10 Of One Month to Better Compliance through HR-Sales Incentives and Compliance

In the Department of Justice’s Evaluation of Corporate Compliance Programs, Prong 8 Incentive and Disciplinary Measures it states: Incentive System –How has the company considered the potential negative compliance...more

Dechert LLP

Upcoming Compliance Deadlines for Registration Statement and Shareholder Report Disclosures under Liquidity Risk Management and...

Dechert LLP on

The initial compliance dates are rapidly approaching for new disclosure requirements adopted by the U.S. Securities and Exchange Commission (SEC) for registered investment company (funds). All initial registration statement...more

K&L Gates LLP

U.S. SEC Proposes Liquidity Risk Management Programs, Optional “Swing Pricing,” and Liquidity Reporting for Mutual Funds and...

K&L Gates LLP on

On September 22, 2015, the Securities and Exchange Commission (“SEC”) proposed a new rule and amendments to rules and reporting forms under the Investment Company Act of 1940 (the “1940 Act”), designed to standardize...more

47 Results
 / 
View per page
Page: of 2

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide