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
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
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
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 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
On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and amendments to existing rules and forms (the “Final Rules”) addressing (i) the treatment under the securities laws of special...more
As we previously posted, the Securities and Exchange Commission held an open meeting this morning to consider and vote on whether to adopt final rules regarding SPAC IPOs and business combinations (de-SPAC transactions). ...more
Recently, in advance of the effective date (December 18, 2023), the Director of the SEC’s Division of Corporation Finance provided additional guidance regarding the final rules relating to cybersecurity incident disclosure...more
12/18/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 8-K ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Recently, the SEC’s Office of the Investor Advocate released its Report on Activities for Fiscal Year 2023, which is required to be delivered to Congress. The Report highlights the work of the Office on investor protection...more
The Securities and Exchange Commission issued a staff report on the accredited investor definition. The Dodd-Frank Act directed the SEC to review the accredited investor definition every four years to determine whether the...more
(Updated)
On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two...more
The Securities and Exchange Commission (SEC) has granted an order exempting Rule 144A fixed-income securities (fixed-income securities that are issued in accordance with the requirements of Rule 144A) from Rule 15c2-11....more
On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the...more
10/18/2023
/ Beneficial Owner ,
EDGAR ,
Final Rules ,
New Regulations ,
Publicly-Traded Companies ,
Regulatory Reform ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
The Securities and Exchange Commission recently published its report on the Government-Business Forum on Small Business Capital Formation, which generates recommendations from participants that the SEC considers. The...more
On September 21, 2023, the U.S. Securities and Exchange Commission’s (the “SEC”) Investor Advisory Committee (“IAC”) met to consider certain matters included on the SEC’s rulemaking agenda for this fall, such as exempt...more
On September 7, 2023, the Staff of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) issued a sample comment letter (“Letter”), containing sample comments that the...more
Recently, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance provided additional guidance in the form of a new Compliance and Disclosure Interpretation (C&DI) as part of the Regulation AB...more
On August 23, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) to Rule 15b9-1 (“Rule 15b9-1”) under the Securities Exchange Act of 1934 (the “Exchange Act”) that generally...more
In a published settlement of the charges on August 28, 2023, the US Securities and Exchange Commission (“SEC”) stated that non-fungible tokens (“NFTs”) issued by Impact Theory, LLC (“Impact”) were “securities” under US...more
9/5/2023
/ Cryptoassets ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Ethereum ,
Howey ,
Investment Contract ,
Investment Opportunities ,
Non-Fungible Tokens (NFTs) ,
Offerings ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Securities Violations ,
Unregistered Securities
Background and Summary -
Table On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued a release (the “Adopting Release”), adopting final rules (the “Final Rules”) aimed at standardizing and...more