The SEC’s recent enforcement settlement involving a fund manager highlights the SEC’s focus on an investor’s “control purpose” triggering the requirement to file on a Schedule 13D as opposed to a short-form 13G. At issue was...more
3/8/2024
/ Enforcement ,
Fund Managers ,
Hedge Funds ,
Investors ,
Passive Investments ,
Private Equity Firms ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Settlement ,
Swap Agreements
Two years after proposing rules on climate change disclosure, the SEC has adopted new rules, predictably by a split 3-2 vote. The adopted rules maintain the core of the original proposals, requiring that both domestic...more
A wave of new legislation and regulation in the U.S. and Europe has the potential to significantly impact the non-financial reporting obligations of U.S. companies. With the myriad of requirements overlaid with varying...more
2/9/2024
/ California ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
EU ,
Non-Financial Firms ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Transparency Directive ,
UK ,
UK Regulatory Reforms
On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after...more
1/26/2024
/ Capital Markets ,
Conflicts of Interest ,
Dilution ,
Disclosure Requirements ,
Enforcement Actions ,
Executive Compensation ,
New Rules ,
PSLRA ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company
On December 19, 2023, the Fifth Circuit formally vacated the SEC’s buy-back disclosure rules. While it is unclear what, if any, action the SEC may take in response to this definitive ruling, the realistic options appear to be...more
12/20/2023
/ Appeals ,
Broker-Dealer ,
Disclosure Requirements ,
Enforcement ,
Form 10-K ,
New Rules ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases ,
Trading Policies ,
Vacated ,
Voluntary Disclosure
The SEC has been sued again in the U.S. Court of Appeals for the Fifth Circuit, on the heels of that Court’s recent invalidation of the SEC’s newly-minted corporate buy-back rules. The new legal action asks the Court to...more
On October 13, 2023, the Securities and Exchange Commission (the “SEC”) adopted new Rule 10c-1a (the “Securities Lending Rule”), requiring the reporting of certain securities lending transactions. Certain material terms of...more
10/30/2023
/ Broker-Dealer ,
Confidential Information ,
Consolidated Audit Trail ,
EU ,
Financial Industry Regulatory Authority (FINRA) ,
Loans ,
Over The Counter Derivatives (OTC) ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
SFTR ,
TRACE ,
UK
On October 13, 2023, the Securities and Exchange Commission adopted new Rule 13f-2 to require monthly reporting of short sale positions and activity data on new Form SHO by institutional investment managers. The new rules...more
On October 10, 2023, the Securities and Exchange Commission adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The adopting release...more
10/20/2023
/ Beneficial Owner ,
Compliance ,
Disclosure Requirements ,
Hedge Funds ,
Initial Public Offering (IPO) ,
Investment Adviser ,
Investment Companies ,
Investors ,
New Amendments ,
Private Funds ,
Reporting Requirements ,
Schedule 13D ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Security-Based Swaps
Corporate buy‑back plans will be impacted this year both by the adoption of new rules directly addressing such plans, and new rules related to advance stock trading plans that permit trading to continue even when in...more
A potentially overlooked but important issue that public companies should have in mind when granting option or option-like awards is avoiding the unintentional appearance of “spring-loading” and “bullet-dodging,” both of...more
7/7/2023
/ Compensation ,
Corporate Governance ,
Disclosure Requirements ,
Incentive Compensation ,
Investigations ,
Marketing ,
Proxy Statements ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stock Prices
In the registered fund world, we spent much of the past year focused on complying with – and implementing – new, operationally complex rules covering derivatives, valuation and fund-of-fund investments, among others. This...more
In my view, it is now an essential part of the M&A investment thesis. Increasingly, we are seeing institutional investors align their portfolio companies towards better ESG compliance and performance, underlining that ESG is...more
On December 14, 2022, the SEC adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 and added related new disclosure requirements. Rule 10b5-1 provides an affirmative defense to insider trading liability...more
1/3/2023
/ Certifications ,
Cooling-Off Rule ,
Disclosure Requirements ,
Enforcement Actions ,
Good Faith ,
New Amendments ,
Regulation S-K ,
Reporting Requirements ,
Rule 10b-5 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
In response to Russian President Vladimir Putin’s decision to invade Ukraine in February, the U.S. government announced sweeping sanctions against Russia. As the conflict nears the three-month mark, businesses around the...more
If adopted, the proposals will likely impact market practices -
In a trinity of proposing releases rolled out in less than three months, the SEC has comprehensively proposed to regulate the use of derivatives and short...more
4/15/2022
/ Beneficial Owner ,
Derivatives ,
Family Offices ,
Financial Markets ,
Hedge Funds ,
Private Funds ,
Proposed Regulation ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Short Sales ,
Swaps
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed a set of rules and amendments governing special purpose acquisition companies (“SPACs”) that will, if adopted, impose significant new regulatory...more
In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate...more
3/25/2022
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Public Comment ,
Publicly-Traded Companies ,
Registration Statement ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC recently proposed to require investment managers to report short sale information on a monthly basis if such activity exceeds certain thresholds, and to require broker dealers to begin to mark “buy to cover” trades...more
3/24/2022
/ Broker-Dealer ,
Financial Markets ,
Form 13F ,
Investment Adviser ,
Investment Management ,
Proposed Rules ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Short Sales
The Securities and Exchange Commission’s Investor Advisory Committee (the “IAC”) is considering recommendations from its Owner Subcommittee urging the Commission to tighten the affirmative defense and disclosure requirements...more
The U.S. Securities and Exchange Commission (“SEC”) has brought an enforcement action against a special purpose acquisition company (“SPAC”) and its major participants, highlighting enhanced regulatory scrutiny of SPACs and...more
Except for the extensive coverage surrounding Coinbase’s IPO last week and the volatility in the price of cryptocurrencies, much of the air in the crypto space in the last few months has been taken up by the meteoric rise of...more
4/23/2021
/ Art ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Howey ,
Initial Coin Offering (ICOs) ,
Non-Fungible Tokens (NFTs) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smart Contracts ,
Token Sales
This yearly report provides a summary of some of the significant changes and developments that occurred in the past year in the hedge fund and private equity spaces, as well as certain recommended practices that investment...more
Public companies should expect more environmental, social and governance-related disclosure requirements, focusing initially on climate risk. An element of President-elect Joe Biden's platform has been "[r]equiring public...more
On December 22, 2020, the staff of the Securities and Exchange Commission's Division of Corporation Finance issued new guidance with disclosure considerations for special purpose acquisition companies ("SPACs"). The new...more