Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
With the inauguration of US President Trump on January 20, 2025, public companies await the impact of the new administration on the US Securities and Exchange Commission ("SEC"). President Trump's pick for the next SEC Chair,...more
1/20/2025
/ Annual Reports ,
Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Foreign Issuers ,
Foreign Private Issuers ,
Form 20-F ,
Insider Trading ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Trump Administration
Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more
White & Case's Public Company Advisory Group has conducted a survey of publicly filed insider trading policies to assess emerging trends with respect to key insider trading policy terms. Starting with Form 10-K/20-F annual...more
12/12/2024
/ Annual Reports ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 20-F ,
Insider Trading ,
Policy Terms ,
Regulation S-K ,
Regulatory Requirements ,
Required Documentation ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In April, we issued an alert discussing the U.S. Securities and Exchange Commission ("SEC") and Department of Justice’s ("DOJ") expansion of insider trading to 10b5-1 plans. On June 21, 2024, a federal jury in California...more
7/3/2024
/ 10b5-1 Plans ,
Corporate Executives ,
Criminal Convictions ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Insider Information ,
Insider Trading ,
Material Nonpublic Information ,
Securities and Exchange Commission (SEC) ,
Securities Fraud
On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more
4/16/2024
/ 10b5-1 Plans ,
Affirmative Defenses ,
Department of Justice (DOJ) ,
Enforcement ,
Good Faith ,
Healthcare ,
Insider Trading ,
Intent to Defraud ,
Mergers ,
Non-Public Information ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Third-Party
On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Plans adopted pursuant to Rule 10b5-1...more
12/23/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Disclosure Requirements ,
Insider Trading ,
Policies and Procedures ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On January 14, 2022, in a closely watched decision, a federal judge in the Northern District of California denied a motion to dismiss a complaint brought by the US. Securities and Exchange Commission ("SEC") that presented a...more
To address what the SEC characterizes as "critical gaps" in its insider trading regime, on December 15, 2021, the Securities and Exchange Commission (the "SEC") voted unanimously to propose amendments to Rule 10b5-1 under the...more
12/23/2021
/ Disclosure Requirements ,
Insider Trading ,
Non-Public Information ,
Proposed Amendments ,
Proposed Rules ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Share Buybacks ,
Stock Repurchases ,
Stocks ,
Trading Plans
In a landmark action, the US Securities and Exchange Commission ("SEC") filed a complaint alleging insider trading that expands the potential reach of insider trading law. On August 17, 2021, the SEC charged a former employee...more