In a statement yesterday, the Director of the SEC’s Division of Corporation Finance commented on the relatively new Form 8-K Item 1.05 requirement. Last summer when the SEC adopted the final rules relating to cybersecurity...more
5/22/2024
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On May 15, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) to Regulation S-P under the Securities Exchange Act of 1934 (the “Exchange Act”), which governs the treatment of...more
Speaking at the recent conference on Emerging Trends in Asset Management hosted by the SEC’s Division of Investment Management, the Director the Division of Investment Management Natasha Vij Greiner cited a number of...more
On May 17, 2024, the Director of the Division of Corporation Finance of the Securities and Exchange Commission, Erik Gerding, and the Chief Accountant, Paul Munter, issued a statement regarding International Financial...more
Not long ago, the SEC hosted the Annual Small Business Forum. The Forum provides an opportunity to consider a broad array of issues affecting private companies as well as smaller public companies seeking to raise capital and...more
The Securities and Exchange Commission announced an upcoming meeting of its Small Business Capital Formation Advisory Committee on May 6, 2024. The meeting will include a discussion of Regulation Crowdfunding (Reg CF) and...more
4/29/2024
/ Advisory Committee ,
Capital Formation ,
Crowdfunding ,
Emerging Growth Companies ,
Investment ,
Public Meetings ,
Regulation CF ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Small Business ,
Startups
On April 15, 2024, Securities and Exchange Commission Division of Enforcement Director Gurbir Grewal delivered remarks during a Program on Corporate Compliance and Enforcement Spring Conference 2024. He addressed artificial...more
The SEC paused implementation of the climate-related disclosure rules in the face of significant legal challenges. The rules would impose substantial disclosure mandates on companies, including concerning the costs of...more
Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental...more
On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules...more
On March 18, 2024, FINRA announced that it has fined a broker-dealer $850,000 in connection with the firm’s program to pay individuals with followings on social media sites (i.e., “influencers”) to promote the firm in social...more
3/19/2024
/ Broker-Dealer ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Influencers ,
Investment Adviser ,
Investment Opportunities ,
Online Advertisements ,
Online Platforms ,
Securities and Exchange Commission (SEC) ,
Social Media ,
Statutory Violations
On March 7, 2024, the Securities and Exchange Commission (the “SEC”) announced that Skechers U.S.A. Inc. (“Skechers”) agreed to a cease-and-desist order for failing to disclose payments for the benefit of its executives and...more
3/19/2024
/ Cease and Desist Orders ,
Compensation & Benefits ,
Disclosure Requirements ,
Enforcement Actions ,
Executive Compensation ,
Failure To Disclose ,
Form 10-K ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial...more
3/11/2024
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
MD&A Statements ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 8, 2024, the House of Representatives passed the Expanding Access to Capital Act, H.R. 2799, which we had previously posted on the blog.
...more
3/11/2024
/ 403(b) Plans ,
Angel Investors ,
Capital Formation ,
Collective Investment Schemes ,
Financial Regulatory Reform ,
General Solicitation ,
Investment Opportunities ,
Proposed Amendments ,
Regulatory Agenda ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Securities and Exchange Commission adopted (in a 3-2 vote) final rules related to climate-related disclosures. These rules had first been proposed in March 2022. In his opening remarks, SEC Chair Gensler noted that the...more
3/6/2024
/ Climate Action Plan ,
Climate Change ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment ,
Investor Protection ,
Offerings ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Securities and Exchange Commission’s Investor Advisory Committee will hold a meeting on March 7, 2024, during which it will discuss the SEC’s equity market structure proposals. The Committee also will consider a...more
As we anticipate, with some trepidation, this week’s final climate change disclosure rules from the Securities and Exchange Commission, it’s important to remember that those rules will remain only a part of the agency’s ESG...more
On March 5, 2024, the House will consider capital formation related legislation, H.R. 2799. This was originally introduced in April 2023 and reported out in July 2023. It is comprised of 19 separate bills. The House...more
As we previously posted, the Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee met last week to consider changes to the accredited investor definition, which has become a political hot...more
The SEC announced an open meeting for March 6, 2024 to vote and consider adoption of final climate-related disclosure requirements for public companies. This comes after nearly two years since the SEC first proposed its...more
2/29/2024
/ Climate Action Plan ,
Climate Change ,
Disclosure Requirements ,
Investment ,
Investors ,
Public Meetings ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Supply Chain
On February 5, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules – SEC Rules 3a5-4 and 3a44-2 (collectively, the “Final Rules”) – to further define the phrase “as part of a regular business” used in...more
2/23/2024
/ Broker-Dealer ,
Financial Markets ,
Financial Services Industry ,
Liquidity ,
New Rules ,
Regulatory Reform ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Exchanges ,
Securities Regulation ,
Securities Traders ,
Securities Transactions
In recent wide-ranging remarks punctuated with a number of movie references and analogies (some that I confess were lost on me), Securities and Exchange Commission Chair Gensler spoke about various aspects of Artificial...more
From climate change disclosure rules to private company transparency measures, the year ahead promises to be a busy one for securities lawyers.
Just as we would tell an issuer sharing projections to accompany those with...more
The Financial Industry Regulatory Authority, Inc. (“FINRA”) announced via Regulatory Notice 24-02 (the “Notice”) the effective dates and other important timeframes for new FINRA Rules 3110.18 (Remote Inspections Pilot...more
The New York Stock Exchange (“NYSE”), through the NYSE Regulation staff, has issued its annual Listed Company Compliance Guidance Memo for 2024 (“Memo”), which informs NYSE-listed companies of new matters, including the...more