Speaking in connection with the Practising Law Institute’s (PLI) Directors’ Institute on Corporate Governance, Securities and Exchange Commission Division of Corporation Finance Director, William Hinman, shared his views on a...more
In his remarks this week to the Economic Club of New York, Securities and Exchange Commission Chair Jay Clayton reviewed the many rulemaking and other accomplishments of the SEC in recent years. Following the impressive...more
The Securities and Exchange Commission continues to move forward with its rulemaking agenda. Yesterday, the SEC announced that it voted to adopt amendments to the MD&A disclosure requirements. These had been proposed at the...more
11/20/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with...more
Yesterday, November 2, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework. Predictably, the SEC Commissioners were...more
The Securities and Exchange Commission has announced an open meeting on November 2, 2020 to consider amendments relating to the exempt offering framework. The SEC had released proposed amendments for public comment in March...more
The Securities and Exchange Commission announced an open meeting will be held on October 28, 2020 during which the SEC will consider whether to adopt rules and related amendments designed to provide an updated approach to the...more
The Securities and Exchange Commission will hold a roundtable discussion on October 26, 2020 that will focus on Regulation Best Interest and Form CRS. The roundtable will discuss initial observations regarding...more
10/22/2020
/ Best Interest Standard ,
Broker-Dealer ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
Investment Management ,
Regulation Best Interest ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Standard of Conduct
During the annual Practising Law Institute’s SEC Speaks, Commissioner Lee discussed the state of public markets and public offerings. The Commissioner addressed the shift toward continued reliance on the private markets...more
The Securities and Exchange Commission’s amendments to the accredited investor definition and the qualified institutional buyer definition were published in the Federal Register today. ...more
The Securities and Exchange Commission hosts an annual small business forum, which brings together (this year, virtually) a broad range of participants to consider regulatory and policy issues affecting small and medium-sized...more
Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter,...more
10/1/2020
/ Annual Reports ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Environmental Social & Governance (ESG) ,
MD&A Statements ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Staff of the Securities and Exchange Commission Division of Corporation Finance provided guidance regarding evaluation of whether a benefit provided to a company’s executive officer is a perquisite or a personal benefit. ...more
On September 16, 2020, the Securities and Exchange Commission adopted amendments to Exchange Act Rule 15c2-11. This rule was last amended about thirty years ago. Rule 15c2-11 prescribes requirements relating to the...more
On September 11, 2020, the U.S. Securities and Exchange Commission (SEC) adopted, in substantially the form it had proposed, amendments to the requirements for statistical disclosures that bank and savings and loan...more
The Securities and Exchange Commission adopted updated disclosure requirements for domestic and foreign banks, which were historically contained in Industry Guide 3. Consistent with the proposed changes, the final amendments...more
On August 26, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures. According to the SEC, the...more
At an open meeting held yesterday morning, the Securities and Exchange Commission voted to adopt the previously proposed amendments to Regulation S-K Items 101, 103 and 105. These changes affect the Business section, Risk...more
Today, the Securities and Exchange Commission adopted long-awaited changes to the definition of “accredited investor,” as well as some conforming changes to the definition of “qualified institutional buyer.” ...more
The Securities and Exchange Commission announced it will hold an open meeting on August 26, 2020. The SEC will consider key amendments, including: amendments to Regulation S-K in connection with business, risk factors and...more
The Securities and Exchange Commission announced that it will hold an open meeting on September 16, 2020, which will be webcast. ...more
Here’s the deal:
A Rule 10b5-1 plan is a written securities trading plan that is designed to comply with Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
...more
Here’s the deal:
An effective shelf registration statement allows an issuer to be in a position to complete multiple offerings from time to time in the future without having the timing of any such offering delayed by a...more
Speaking at a recent PLI Investment Management Institute session, Securities and Exchange Commission Division of Investment Management Director Nadia Blass provided a number of insights regarding future rulemaking. Among...more
Introduction -
This First Analysis article discusses the amendments (Amended Rules) adopted by the U.S. Securities and Exchange Commission (SEC) on May 21, 2020 in connection with financial statement disclosures on...more