The SEC’s Division of Corporation Finance recently published a new Compliance and Disclosure Interpretation (CD&I) 103.12 regarding shareholders’ engagement with issuers’ management in the context of eligibility to report on...more
In January 2025, the Securities and Exchange Commission (SEC) approved rule changes proposed by the New York Stock Exchange (NYSE) and NYSE American that impact companies utilizing reverse stock splits to regain compliance...more
The Securities and Exchange Commission (SEC) recently approved rule changes proposed by The Nasdaq Stock Market LLC that impact companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum bid-price...more
The Securities and Exchange Commission has amended the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). Sections 13(d) and 13(g) of the...more
On October 10, 2023, the SEC (apparently without a meeting) adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. Among other things, the...more
The SEC today adopted amendments to modernize the disclosure requirements relating to repurchases of an issuer’s equity securities, including:
- requiring issuers to provide daily repurchase activity on a quarterly or...more
On December 13, 2022, the Securities and Exchange Commission unanimously adopted amendments to Rule 10b5-1, imposing new limitations on the ability of insiders to utilize so-called “10b5-1 plans.” 10b5-1 plans are plans to...more
12/20/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Insider Trading ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more
8/31/2022
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Financial Statements ,
Foreign Private Issuers ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smaller Reporting Companies
Yesterday, the SEC proposed rule amendments governing beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g)....more
What public companies need to know about environmental disclosures, including recent climate risk and ESG disclosure initiatives -
In fulfilling disclosure obligations under the Securities Act of 1933 and the Securities...more
The SEC today proposed a number of rule changes including, among others (at the same meeting the SEC also proposed reforms for company share repurchase plans, money market funds and securities-based swap transactions, which...more
The SEC’s Division of Corporation Finance published an "illustrative letter" with sample comments that it may issue to companies seeking to raise capital in securities offerings amid market and price volatility. These will...more
The Securities and Exchange Commission has adopted amendments to its current rules under the Securities Act of 1933 relating to the definitions of an "accredited investor" and a "qualified institutional buyer." The amendments...more
9/3/2020
/ Accredited Investors ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Regulatory Reform ,
Investment Adviser ,
New Rules ,
Private Funds ,
Qualified Institutional Buyers ,
Rule 144A ,
Rural Business Investment Companies (RBICs) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Companies May Extend Disclosure Deadlines and Implement Changes to Annual Meetings; SEC Reminds Companies of Disclosure Obligations -
The Securities and Exchange Commission recently announced that it is providing...more
3/23/2020
/ Annual Meeting ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholder Meetings ,
Shareholders ,
Virtual Meetings