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SEC Adopts Rule to Allow Most ETFs to Operate without an Order (With Strings Attached)

The Securities and Exchange Commission adopted a long-awaited exemptive rule that will allow most exchange-traded funds (ETFs) to operate without an exemptive order, subject to various conditions. The final rule, which the...more

SEC Issues Final Rule to Expand Test-the-Waters Communications to All Issuers

On September 25, 2019, the Securities and Exchange Commission adopted a new rule that will enable all issuers to “test the waters” prior to publicly filing a registration statement. Currently, only emerging growth companies,...more

Corporate Governance & Executive Compensation Survey 2019

Concern for environmental and social issues has reached an inflection point. While traditional governance issues that have been a staple of investor advocacy and discussion (the “G” of ESG) continue to be important,...more

SEC Proposes to Modernize Risk Factor, Business Description and Legal Proceedings Disclosure Rules

On August 8, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments (the “Proposed Rule”) to modernize its existing requirements for how companies disclose risk factors and describe their business and...more

SEC Chairman Announces Significant Changes to Commission Procedures for Considering Disqualification Waivers

On July 3, 2019, Chairman Jay Clayton of the Securities and Exchange Commission (SEC) issued a Statement Regarding Offers of Settlement (the “Public Statement”) to announce a significant shift in the SEC’s process of...more

Hot Topics: Dodd-Frank Act Hedging Policy Disclosures Begin

Although final rules were published in December of 2018, July 1st marked the date that issuers (other than smaller reporting companies and emerging growth companies) must begin complying with the Dodd-Frank Act’s hedging...more

SEC Proposes Improvements to Acquired Business Financial Statement Requirements

On May 3, 2019, the SEC proposed for public comment amendments to its rules related to the financial statements required to be disclosed by SEC reporting companies or in IPOs in connection with an acquisition or disposal of a...more

SEC Disclosure Simplification Continues

On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to simplify and modernize disclosure requirements of Regulation S-K and certain forms....more

It’s Annual Report Time—Recent Developments and Trends for the Preparation of Form 20-F - 2019

It is now time for foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by 30...more

New Year, New Rules: Arrival of the Final Hedging Disclosure Rules

On December 18, 2018, the Securities and Exchange Commission (SEC) approved long-awaited final rules implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Consistent with the proposed...more

2019 Proxy Season – Quick Reference Guide

’Tis the season, and no, we do not mean the holiday season. Although it may seem like you just filed your 2018 proxy, the 2019 proxy season is upon us. This quick reference guide, which is intended to supplement Shearman &...more

SEC Overhauls Disclosure Requirements for Mining Companies

On October 31, 2018, the U.S. Securities and Exchange Commission (SEC) adopted a final rule (available here) that overhauls its existing disclosure requirements for mining company issuers, including royalty companies. The new...more

Can a Cyber Breach Be a Violation of Internal Controls? The SEC Says, ‘Maybe’

On October 16, 2018, the Securities and Exchange Commission (SEC) issued a report outlining an investigation conducted by the SEC’s Division of Enforcement related to the internal accounting controls at nine public companies...more

Comment Letter on SEC’s Proposed Revisions to Financial Disclosure Requirements

On September 18, 2018, Shearman & Sterling submitted a comment letter on the SEC’s proposed revisions to the financial disclosure requirements for registered debt securities that are guaranteed or collateralized with...more

Another Wave of Disclosure Simplification Rules Adopted by the SEC

On August 17, 2018, the Securities and Exchange Commission (SEC) announced the adoption of amendments to simplify and update disclosure requirements. Although the amendments are voluminous in length and breadth of provisions...more

SEC Issues Final Rules to Increase Rule 701 Enhanced Disclosure Threshold

Publishes Concept Release to Explore Rule 701 and Form S-8 Reform - The Adopting Release - On June 18, 2018, the Securities and Exchange Commission (SEC) issued final rules to amend Securities Act Rule 701, which...more

Senior SEC Official Clarifies Whether and When Digital Assets Are Securities

When assessing whether a digital asset is a security, the key question to ask is whether a third party is driving the expectation of a return, says a senior Securities and Exchange Commission (SEC) official....more

Hot Topics: Enforceability Of Arbitration Provisions In Employment Agreements

On May 21, 2018, in a 5-4 decision, the United States Supreme Court held, in Epic Systems Corp. v. Lewis, that arbitration clauses in employment contracts requiring individualized proceedings are enforceable and thereby...more

Volcker Rule 2.0: First Major Rule Revisions Proposed

Earlier this week, the Federal Reserve Board and other federal regulatory agencies (the “Agencies”) responsible for implementing the Volcker Rule agreed to seek public comment on proposed changes (the “Proposed Rule”) to the...more

Rule 701 Enhanced Disclosure Threshold to Increase

On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (Reform Act). Although largely focused on regulatory exemptions for smaller financial institutions, the...more

First Major Dodd-Frank Reform Bill Signed Into Law

On May 24, 2018, President Trump signed into law the first major financial services reform bill since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) in 2010. The Economic...more

FinCEN’s Customer Due Diligence Rule Becomes Effective; FinCEN and FINRA Guidance Provides Interpretive Color for Firms Working to...

May 11, 2018 marked the compliance date for the Customer Due Diligence Requirements for Financial Institutions rule issued by the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) on May 11, 2016 (the...more

Omnibus Budget Bill Eases BDC Leverage, Filing, Reporting and Communication Rules

Business development companies (BDCs) won greater flexibility to leverage their loans to small and midsize businesses when President Trump signed the $1.3 trillion government spending bill on March 22, 2018. The 2,148 page...more

Hot Topics: Focus on the Gender Pay Gap

Recently, the gender pay gap has become the subject of increased scrutiny and media attention as a growing movement works to bring an end to gender-based wage differentials. On April 9, 2018, there was an interesting...more

Regulators and Courts Clarify Virtual Currency Regulation, but Overall Framework Remains Murky

This update serves to cover virtual currency regulatory developments over the past two months in the U.S., U.K. and EU. This follows our previous virtual currency regulatory updates as part of Shearman & Sterling’s FinTech...more

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