The Securities and Exchange Commission (SEC) under the current Trump administration has swiftly adopted a new agenda. Some of the first initiatives dealt with shareholder engagement and shareholder proposals. These...more
3/13/2025
/ Acquisitions ,
Capital Formation ,
Capital Markets ,
Disclosure Requirements ,
Initial Public Offering (IPO) ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs)
Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more
3/11/2025
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investors ,
Popular ,
Proxy Season ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
So long ago that it may have slipped from memory, the U.S. Securities and Exchange Commission (“SEC”) adopted changes to the regime for reporting beneficial interests in publicly traded equity securities on Schedule 13G. The...more
On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules governing initial public offerings (“IPOs”) of special purpose acquisition companies (“SPACs”) and subsequent combinations between...more
Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 directs the SEC to adopt rules requiring public companies to provide disclosure of executive pay as compared to company performance. The...more
On February 10, 2022, the SEC adopted a proposal to make significant changes in the rules requiring investors to report their ownership of shares of U.S. publicly traded companies.
As recommended by some corporate...more
On January 30, 2020, the SEC issued guidance on the use of key performance metrics for public companies discussing their financial results and proposed amendments to certain financial reporting requirements. The published...more
2/11/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Sustainability
On December 18, 2019, the SEC proposed amendments to its definition of “accredited investor” to add new categories of qualifying natural persons and entities able to participate in certain exempt offerings without specific...more
12/24/2019
/ Accredited Investors ,
Exemptions ,
Financial Regulatory Reform ,
Institutional Investors ,
Investment Opportunities ,
Natural Person Requirement ,
Offerings ,
Proposed Amendments ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Rulemaking Process ,
Rural Business Investment Companies (RBICs) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions
Accounting for income taxes can be complex and is seldom exciting. Suspense was added, however, by the passage of the Tax Cuts and Jobs Act shortly before year end 2017. Would public companies have enough time to analyze the...more
1/2/2018
/ Business Taxes ,
Corporate Taxes ,
Disclosure Requirements ,
Financial Statements ,
Form 8-K ,
Income Taxes ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Tax Cuts ,
Tax Deductions ,
Tax Planning ,
Tax Rates ,
Tax Reform ,
Trump Administration
On January 31, 2014, the Securities and Exchange Commission (SEC) issued an important no-action letter in which the staff of the SEC’s Division of Trading and Markets declared that it would not recommend enforcement action...more
The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the...more
On December 18, 2013, the Securities and Exchange Commission (SEC) voted to propose amendments to Regulation A, as mandated by Section 401 of the Jumpstart Our Business Startups Act (JOBS Act). The proposals are intended to...more
On December 11, 2013, the public comment period will close on two new auditing standards proposed by the Public Company Accounting Oversight Board (PCAOB) to improve the informational value of the auditor’s report. These...more
On July 10, 2013, the SEC substantially changed the rules for conducting unregistered offerings in reliance on Rule 506 of Regulation D by:
- Lifting the ban on general solicitation and advertising in offerings where...more
On April 2, 2013 the Securities and Exchange Commission (SEC) issued a report (the Netflix Report) announcing that it would not pursue enforcement action against Netflix, Inc. and its Chief Executive Officer, Reed Hastings,...more
Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, is intended to provide a safe harbor from insider trading liability for corporate insiders who trade their company’s stock pursuant to certain...more
The Jumpstart Our Business Startups Act, or JOBS Act, was designed to facilitate capital-raising transactions by smaller companies, including private companies. A likely but less heralded consequence of the JOBS Act is that...more
The proxy and annual reporting season has begun, with relatively few changes in reporting requirements from last year. Here are some tips to take you through the season and prepare for changes to come.
1. Consider the...more
1/18/2013
/ Annual Reports ,
Audits ,
Compensation Committee ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Electronic Spiders ,
Hedging ,
Independence Rules ,
Iran Threat Reduction and Syria Human Rights Act ,
Pledges ,
Political Contributions ,
Proxy Statements ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Social Media ,
Social Media Policy
On August 29, 2012, the Securities and Exchange Commission, or SEC, issued proposed rules which would allow advertising and publicity in certain unregistered offerings. As mandated by the Jumpstart Our Business Startups Act,...more