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
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 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
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
On December 1, 2020, Nasdaq proposed new listing rules that, if approved by the SEC following a public comment period, would require Nasdaq-listed companies either to have, or explain why they do not have, at least two...more
12/7/2020
/ Board of Directors ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
LGBTQ ,
Listing Rules ,
Nasdaq ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On November 19, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that update and streamline its rules governing Management’s Discussion and Analysis of Financial Condition and Results of...more
On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D...more
11/12/2020
/ Accredited Investors ,
Anti-Fraud Provisions ,
Capital Formation ,
Capital Markets ,
Capital Raising ,
General Solicitation ,
New Rules ,
Publicly-Traded Companies ,
Registration Requirement ,
Regulation A ,
Regulation D ,
Regulation S ,
Rule 152 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Startups
The Securities and Exchange Commission ("SEC") has approved amendments that will facilitate the ability of funds and other issuers to raise capital through private placements. On August 26, 2020, the SEC adopted amendments to...more
On August 26, 2020, the Securities and Exchange Commission adopted amendments to Regulation S-K that simplify and modernize the disclosure requirements relating to description of business, legal proceedings, and risk factors,...more
9/3/2020
/ Amended Rules ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Foreign Private Issuers ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
SASB ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Shareholder rights plans, commonly known as “poison pills,” are arrangements that can be used by companies to stave off hostile takeovers or activist investors seeking to exert control over a company without paying a control...more
9/1/2020
/ Beneficial Owner ,
Board of Directors ,
Coronavirus/COVID-19 ,
Hostile Takeover ,
Institutional Investors ,
Net Operating Losses ,
Poison Pill ,
Proxy Advisory Firms ,
Securities and Exchange Commission (SEC) ,
Shareholder Rights ,
Shareholders ,
Stock Drop Litigation
On July 10, 2020, the Securities and Exchange Commission (“SEC”) proposed significantly increasing the reporting threshold requiring the filing of a Form 13F to $3.5 billion, a 35-fold increase from the current threshold....more
7/14/2020
/ Comment Period ,
Corporate Governance ,
De Minimis Claims ,
FOIA ,
Food Marketing Institute v Argus Leader Media ,
Form 13F ,
Investment Adviser ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Threshold Requirements
On May 21, 2020, the Securities and Exchange Commission (the “SEC”) amended the financial statement and other disclosure requirements that apply when public companies acquire or dispose of a business or real estate...more
7/13/2020
/ Acquisitions ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
Form 8-K ,
GAAP ,
IFRS ,
Investment Companies ,
Pro Forma Financial Information ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
The Securities and Exchange Commission (the "SEC") recently adopted amendments to Regulation S-X and related rules and forms that will streamline and reduce the financial statements required to be filed in connection with...more
7/13/2020
/ Acquisitions ,
Amended Regulation ,
Disclosure Requirements ,
Financial Reporting ,
Form 10-K ,
Form 8-K ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Real Estate Investments ,
Regulation S-X ,
REIT ,
Securities and Exchange Commission (SEC)
As the COVID-19 virus disrupts businesses, public companies face both operational and compliance challenges as public disclosure has become a more complex and evolving task. Companies with calendar year-ends are beginning to...more
Changes May Create New Challenges for Public Companies, and Signal a Reduction of the SEC Staff’s Traditional Role As Arbiter Between Companies and Shareholders -
On September 6, 2019, the SEC's Division of Corporation...more
On August 21, 2019, the Securities and Exchange Commission issued two interpretive releases involving proxy voting and proxy voting advice. In the first release, the SEC provided guidance regarding the responsibilities of...more
9/12/2019
/ Anti-Fraud Provisions ,
Corporate Governance ,
Fiduciary Duty ,
Investment Adviser ,
Investment Management ,
Popular ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
On July 24, 2019, the Securities and Exchange Commission (the "SEC") announced charges against Facebook Inc. ("Facebook") for making misleading statements and risk factor disclosures regarding the misuse of Facebook user data...more
7/30/2019
/ Cambridge Analytica ,
Corporate Misconduct ,
Cybersecurity ,
Derivative Suit ,
Facebook ,
Material Misstatements ,
Permanent Injunctions ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more
1/22/2019
/ Beneficial Owner ,
Board of Directors ,
Derivatives ,
Disclosure Requirements ,
Filing Requirements ,
Hedge Funds ,
Investment Adviser ,
Investment Management ,
Schedule 13D ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Voting Powers
On May 11, 2018, the Securities and Exchange Commission’s Division of Corporate Finance (the “Division”) released new Compliance and Disclosure Interpretations (“C&DIs”) comprising the Division’s new interpretations of the...more