This checklist highlights certain considerations for companies preparing to file annual reports on Form 10-K for the calendar year ended 2023 and is intended to serve as a focused resource highlighting changes in disclosure...more
A number of significant regulatory, legal, market, and ESG-related developments and issues will affect how public companies approach the upcoming year-end reporting process. As in past years, Mintz has prepared an in-depth...more
On November 22, 2023, the SEC issued an order postponing the effective date of the Share Repurchase Rule. Under the Share Repurchase Rule as adopted by the SEC, issuers would be required to disclose daily quantitative...more
Several years ago, the U.S. Securities and Exchange Commission (SEC) issued an order against a public company that raised more than a few eyebrows. In that order, the company settled to violations of Section 13(b)(2)(B) of...more
Introduction - The Trading Standards (Fair Trading) (Guernsey) Ordinance, 2023 (the "Trading Standards Ordinance") is due to come into force on 2 October 2023. From this date, businesses in Guernsey will be subject to...more
Corporate buy‑back plans will be impacted this year both by the adoption of new rules directly addressing such plans, and new rules related to advance stock trading plans that permit trading to continue even when in...more
On June 22, 2023, the Investor Advisory Committee (“IAC”) of the US Securities and Exchange Commission (“SEC” or “Commission”) held a panel discussion regarding current challenges and potential improvements to the use of...more
Although the U.S. Securities and Exchange Commission (“SEC”) has not yet adopted the highly-anticipated final rules on climate change disclosure, in the second quarter of 2023 the SEC continued its heated pace of rulemaking....more
On 22 September 2022, the Financial Conduct Authority (FCA) published its consultation paper (CP 22/18, the CP) which proposes new guidance on the trading venue perimeter. The CP follows on from the discussion on this as part...more
In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we: Examine the first criminal insider trading prosecution based on a 10b5-1 trading plan;...more
The Securities and Exchange Commission (SEC) has unanimously adopted amendments to Rule 10b5-1 (the Rule), which prohibits the purchase or sale of securities on the basis of material nonpublic information (MNPI) in violation...more
Overview - On 14 December 2022, the Securities and Exchange Commission (the SEC) adopted amendments to Rule 10b5-1 of the Securities Exchange Act of 1934 addressing concerns that insiders and issuers have in the past been...more
On December 14, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules (1) adding new conditions applicable to Rule 10b5-1 trading plans, (2) requiring disclosure of insider trading policies and...more
On December 14, 2022, the Securities and Exchange Commission amended insider trading rules by adopting new trading restrictions and disclosures to address potential abuses by executives. According to SEC Chair Gary Gensler’s...more
The SEC adopted amendments (https://www.sec.gov/rules/final/2022/33-11138.pdf) today to Rule 10b5-1 under the Securities Exchange Act of 1934, as well as related amendments regarding disclosures about insider trading...more
A recent Securities and Exchange Commission (SEC) enforcement action charged two executives with insider trading violations despite the fact that the executives had adopted a purported 10b5-1 trading plan....more
Corporate officers and directors sometimes view having a Rule 10b5-1 trading plan as an impenetrable barrier to facing insider-trading charges. But a recent case announced by the SEC demonstrates that such plans are not...more
On March 8, 2022, President Biden signed Executive Order 14067, “Ensuring Responsible Development of Digital Assets.” The order set national policy for digital assets emphasizing six priorities. Those priorities were consumer...more
The end of 2021 continued to be a busy time for antitrust enforcers in the U.S. and around the world. Perhaps most notably, in November the Senate confirmed Jonathan Kanter to lead the U.S. Department of Justice’s Antitrust...more
To address what the SEC characterizes as "critical gaps" in its insider trading regime, on December 15, 2021, the Securities and Exchange Commission (the "SEC") voted unanimously to propose amendments to Rule 10b5-1 under the...more
In This Issue. The U.S. Securities and Exchange Commission (SEC) voted to propose money market fund reforms; the SEC also proposed amendments to Rule 10b5-1 trading plans and to modernize and improve share repurchase...more
On December 15, 2021, the U.S. Securities and Exchange Commission proposed amendments to Rule 10b5-1 trading plans, as SEC Chairman Gary Gensler first previewed in June in the wake of increased scrutiny of the plans. A Rule...more
Last week, the US Securities and Exchange Commission’s (SEC) Investor Advisory Committee (IAC) issued recommendations that the SEC impose new restrictions and disclosure requirements for trading plans that afford executives...more
Upcoming Changes to Rule 10b5-1: The SEC is seeking to propose four key changes to executive stock trading plans under Rule 10b5-1 in October. Its Chairman, Gary Gensler, reported that the SEC is considering “freshen[ing]...more
SEC Rule 10b5-1 plans have long provided an effective means for corporate insiders to buy and sell their own company’s securities without fear of civil or criminal insider trading liability, but these plans have come under...more