On January 21, 2025, US Securities and Exchange Commission (SEC) Acting Chairman Mark T. Uyeda announced the formation of a new crypto task force. This initiative aims to develop a comprehensive and clear regulatory framework...more
In a novel enforcement action, the US Securities and Exchange Commission (SEC) charged a member of the board of directors of a New-York-Stock-Exchange (NYSE)-listed manufacturer of personal and household products for...more
In a novel enforcement action, the US Securities and Exchange Commission (SEC) charged a member of the board of directors of a New-York-Stock-Exchange (NYSE)-listed manufacturer of personal and household products for...more
On April 12, 2024, the Supreme Court of the United States unanimously held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that pure omissions are not actionable under Rule 10b-5(b), promulgated by the US Securities...more
5/23/2024
/ Disclosure Requirements ,
Failure To Disclose ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Omissions ,
Regulation S-K ,
Rule 10(b) ,
Rule 10b-5 ,
SCOTUS ,
Section 303 ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Securities Violations
On November 22, 2023, the US Securities and Exchange Commission (SEC) issued an order postponing the effective date for the new share Repurchase Rule (88 Fed. Reg. 36002 (June 1, 2023)) pending further SEC action. The SEC’s...more
On August 28, 2023, the US Securities and Exchange Commission (SEC) announced an enforcement action against Impact Theory, LLC, alleging that Impact Theory’s public sale of approximately $30 million in crypto assets violated...more
On June 9, 2023, the US Securities and Exchange Commission (SEC) approved amendments to clawback policy listing standards proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) that extend the...more
On July 21, 2022, the US Securities and Exchange Commission (SEC) filed a civil enforcement action alleging that from at least June 2021 to April 2022, the three named defendants orchestrated and perpetrated an insider...more
8/11/2022
/ CFTC ,
Coinbase ,
Criminal Prosecution ,
Crypto Exchanges ,
Cryptoassets ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Illegal Tipping ,
Indictments ,
Insider Trading ,
Popular ,
Rule 10(b) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Wire Fraud
Because of circumstances arising from the COVID-19 pandemic, Nasdaq and the NYSE have instituted rule changes granting temporary relief from shareholder approval requirements for certain transactions. In this article, we...more
Institutional Shareholder Services and Glass, Lewis & Co. released revised proxy voting guidelines in light of the Coronavirus (COVID-19) pandemic. This On the Subject details key implications for the 2020 proxy season...more
The Coronavirus (COVID-19) pandemic and the responses of governments and societies to the crisis are having a profound impact on public companies and capital markets worldwide. Such companies, including those in the United...more
3/29/2020
/ Annual Meeting ,
Board Meetings ,
Board of Directors ,
Capital Markets ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
European Central Bank ,
Filing Deadlines ,
Form 10-K ,
Form 8-K ,
France ,
Germany ,
Poison Pill ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-T ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Time Extensions ,
United States ,
Virtual Meetings
In the third quarter of 2019, the SEC Staff announced major changes to the standard no-action request review and response process relating to shareholder proposals. In addition, the SEC expanded the availability of...more
10/18/2019
/ Accredited Investors ,
Benchmarks ,
Capital Markets ,
Emerging Growth Companies ,
Enforcement Actions ,
Inter-Bank Offered Rates (IBORs) ,
Investment Adviser ,
Market Participants ,
New Guidance ,
New Rules ,
No-Action Requests ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation D ,
Regulation FD ,
Rule 144A ,
Rule 14a-8 ,
Rule 501 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
During the previous quarter, the SEC proposed new rulemaking to reduce the number of smaller companies that become subject to enhanced reporting requirements through “accelerated filer” and “large accelerated filer” status....more
7/16/2019
/ Accelerated Filers ,
Amended Rules ,
Blockchain ,
Capital Markets ,
Confidential Information ,
Cryptocurrency ,
Disclosure Requirements ,
FOIA ,
Food Marketing Institute v Argus Leader Media ,
Howey ,
ICFR ,
Investment Contract ,
Nasdaq ,
No-Action Letters ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Substantial-Competitive-Harm Test ,
Threshold Requirements
Although the SEC was closed during the first few weeks of the year, they came back strong to close out the quarter with a flurry of final and proposed rulemakings. Over the first quarter of 2019, the SEC adopted additional...more
4/16/2019
/ Anti-Fraud Provisions ,
C&DIs ,
Disclosure Requirements ,
EDGAR ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-Q ,
GAAP ,
Gender Equity ,
MD&A Statements ,
Nasdaq ,
NYSE ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Woman Board Members ,
XBRL Filing Requirements
On March 20, 2019, the SEC adopted amendments to existing rules that, among other provisions, permit the omission of certain confidential information from material contracts without separately requesting confidential...more
4/16/2019
/ Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Financial Regulatory Reform ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
GAAP ,
Incorporated by Reference ,
MD&A Statements ,
Regulation S-K ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements
In its long-awaited guidance, the Staff of the Securities and Exchange Commission recently provided a lengthy list of factors to consider when determining whether an initial coin offering (ICO) is a security. While the...more
4/10/2019
/ Blockchain ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Howey ,
Initial Coin Offering (ICOs) ,
Intellectual Property Protection ,
Internet Retailers ,
Investment Contract ,
Investors ,
New Guidance ,
Popular ,
Securities and Exchange Commission (SEC) ,
Token Sales ,
Virtual Currency
On February 19, 2019, the SEC proposed a new rule, Rule 163B, that would allow all issuers to engage in “test-the-waters” communications prior to the effectiveness of a registration statement for a public offering. The...more
For many companies, closing out 2018 means it is time to prepare an annual report and shift attention to the upcoming proxy season. This is an opportune time to take a look back at rulemaking, interpretive guidance and...more
The SEC Divisions of Corporation Finance, Investment Management, and Trading and Markets recently issued a statement addressing the SEC’s recent digital asset securities actions. This statement confirms the applicability of...more
In two recent enforcement actions, the SEC looked past formal offering documents and cited statements made on Reddit, YouTube and other social media to determine that the AirFox and Paragon ICOs were unregistered sales of...more
The SEC issued Staff Legal Bulletin No. 14J on October 23, addressing the staff’s review of no-action requests from public companies seeking to exclude shareholder proposals from their proxy materials.
SLB 14J provides...more
In the third quarter of 2018, California became the first state to mandate that public companies include at least one woman on their board of directors. In addition, the SEC staff withdrew prior guidance relating to...more
The Impact of The EU General Data Protection Regulation -
The EU General Data Protection Regulation 2016/679 (GDPR) was published in the Official Journal of the European Union on 4 May 2016 following the compromise...more
8/31/2016
/ Acquisitions ,
Antitrust Litigation ,
Carry Forward ,
CFIUS ,
Cross-Border Transactions ,
Data Privacy ,
Data Protection ,
Data Protection Officers (DPOs) ,
EBITDA ,
EU ,
General Data Protection Regulation (GDPR) ,
Interest Income ,
life ,
Life Sciences ,
Mergers ,
Oil & Gas ,
Outsourcing ,
Personal Data ,
Publicly-Traded Companies ,
Tax Code ,
Tax Deductions ,
UK ,
UK Brexit