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SEC Adopts Significant Changes to Securities Exchange Act Rule 10b5-1 and Imposes Related Disclosures

On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, which adds new conditions to the use of the affirmative defense...more

SPAC Litigation Likely to Surge in 2021

Despite the challenges posed by COVID-19, 2020 saw an eruption of IPOs by special purpose acquisition companies (SPACs), used to raise nearly $79 billion from investors. The Wall Street Journal reports that the trend is...more

SEC Proposes Change to Rule 144 Holding Period for Variable Rate Convertible Securities

On Dec. 22, 2020, the U.S. Securities and Exchange Commission (SEC) proposed rule changes that would require the mandatory six-month holding period under Rule 144 to begin at the time of conversion or exchange of a security...more

SEC Updates Compliance and Disclosure Interpretations of Proxy Rules, Schedules 14A/14C

On May 11, 2018, the U.S. Securities and Exchange Commission’s Division of Corporation Finance issued a consolidated set of Compliance and Disclosure Interpretations (C&DIs) of the proxy rules and Schedules 14A/14C. The...more

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