Paul Atkins, who has been nominated by President Trump to serve as Chairperson of the Securities & Exchange Commission, last week completed a short confirmation hearing before the U.S. Senate Banking Committee. Despite its...more
As previously reported, SEC Asks Court to Put Climate Change Litigation on Hold, the SEC had asked the court to suspend litigation in the U.S. Court of Appeals for the 8th Circuit challenging its new climate change disclosure...more
The Senate Banking Committee convened on Thursday to consider the nomination of Paul Atkins, President Trump’s nominee for Chair of the Securities and Exchange Commission, along with the nominees for the Comptroller of the...more
The SEC’s Division of Corporation Finance recently issued an interpretive letter providing additional insight as to what constitutes “reasonable steps” to verify an investor’s accredited investor status under Rule 506(c) of...more
As previously reported in our last post, The Fate of the New U.S. Climate Change Rules Under the New Republican Administration, legal challenges to the SEC’s rules mandating extensive new climate change disclosure is ongoing...more
On February 6, 2025, the SEC announced that it was providing a temporary exemption from compliance with Rule 13f-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), which establishes a mandatory short reporting...more
In this alert, we reflect on recent climate reporting updates and analyze expectations for 2025 that are relevant for international businesses....more
1/16/2025
/ California ,
CARB ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement ,
Environmental Social & Governance (ESG) ,
EU ,
Greenhouse Gas Emissions ,
New Legislation ,
Popular ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
UK
Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It...more
Last month, the 5th U.S. Court of Appeals ruled in the SEC’s favor in a lawsuit brought by the National Center for Public Policy Research (the “Center”). The Center had submitted a shareholder proposal to The Kroger Company...more
Following its adoption almost one year ago of amended rules accelerating filing deadlines for Schedules 13G and 13D (and the imminent effectiveness of the new deadlines for 13Gs), the SEC has continued to bring enforcement...more
Last week, the SEC publicly announced a settled enforcement case against Keurig Dr. Pepper. The case focused on the company’s disclosure in its annual reports on Form 10-K on whether its K-Cup pods could (or would) be...more
The deadlines for filing and amending Schedule 13Gs are about to change, and regular 13G amendments will now be due on a quarterly basis instead of annually.
As we discussed in our alert last fall (available here), in...more
Proskauer’s Hedge Fund Trading Guide offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also...more
4/12/2024
/ Big-Boy Letters ,
Breach of Duty ,
Debt ,
Enforcement Actions ,
Hedge Funds ,
Insider Trading ,
Investors ,
Materiality ,
Misappropriation ,
MNPI ,
Non-Public Information ,
Pecuniary Losses ,
Securities and Exchange Commission (SEC) ,
Third-Party ,
Web Scraping ,
White Collar Crimes
The SEC’s new rules imposing a T + 1 settlement cycle for most securities transactions take effect on May 28, 2024. The previous default settlement cycle had been T + 2. For firm commitment offerings priced after 4:30 p.m....more
Yesterday, the SEC voluntarily stayed its new ESG disclosure rules for public companies pending the outcome of several lawsuits that have been filed, which are now consolidated in the 8th Circuit US Court of Appeals. We...more
Proskauer’s Hedge Fund Trading Guide offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also...more
Version 2.0 following publication of the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules -
A wave of new legislation and regulation in the U.S. and Europe has the potential to...more
3/21/2024
/ Capital Markets ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Multiple legal challenges have already been launched against the SEC’s new climate change disclosure rules. Plaintiffs include Attorneys General from several states, a large business trade organization and a private energy...more
3/19/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Greenhouse Gas Emissions ,
Multidistrict Litigation ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stays
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
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 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