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Firm Profile: Mayer Brown
1221 Avenue of the Americas
New York, NY 10020, United States
Areas Of Practice
  • Securities Law
Locations
Other U.S. Locations
  • California
  • D.C.
  • Illinois
  • New York
  • North Carolina
  • Texas
Other Countries
  • Belgium
  • Brazil
  • China
  • France
  • Germany
  • Hong Kong
  • Singapore
  • Thailand
  • United Kingdom
  • Vietnam
Number of Attorneys
1,000+ Attorneys

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and… more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

The EU Green Bond Standard

Christmas is coming early to the ESG bond market as the new EU Green Bond Standard applies from 21 December 2024. The new standard is conceptually similar to existing ICMA use of proceeds standards but quite different in… more

Capital Markets, Corporate Finance, Corporate Governance, Environmental Social & Governance (ESG), EU

See all updates »

FINRA Highlights Increasing Cybersecurity Risks at Third-Party Providers

The Cyber and Analytics Unit within the Member Supervision program of the Financial Industry Regulatory Authority, Inc. (“FINRA”) recently published a cybersecurity advisory regarding increasing cybersecurity risks at… more

Cybersecurity, Data Privacy, Financial Industry Regulatory Authority (FINRA), Financial Services Industry, Investment Firms

See all updates »

20 Years of Sarbanes-Oxley

On July 27, 2022, SEC Chair Gary Gensler gave remarks at the Center for Audit Quality entitled “Sarbanes-Oxley at 20: The Work Ahead.” Chair Gensler highlighted, among other things, impacts on auditing standards, accounting… more

Audits, Corporate Governance, New Guidance, PCAOB, Sarbanes-Oxley

See all updates »

Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely… more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

See all updates »

SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the… more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

See all updates »

European Commission Presents “Omnibus” Simplification Package with Amendments to CSRD, CSDDD, CBAM and Taxonomy

On 26 February 2025, the European Commission (“Commission”) published its “Omnibus I” or “Sustainability Omnibus” package as part of its mission to improve the competitiveness of the European Union. The Omnibus Package foresees… more

Carbon Emissions, Corporate Governance, Corporate Sustainability Reporting Directive (CSRD), Disclosure Requirements, Due Diligence

See all updates »

Capital Markets Insight: The Brazilian Sustainable Debt Market – A Cross-Border Regulatory Perspective

Sustainable debt issuances by Brazilian companies in both domestic and international markets have steadily increased. Abroad, the combined volume of green, social, and sustainability bonds issued by Brazilian corporates,… more

Bonds, Brazil, Capital Markets, Debt, Environmental Social & Governance (ESG)

See all updates »

Debt Restructuring During the COVID-19 Pandemic – Key Tax Considerations

The global COVID-19 pandemic has placed an unprecedented stress on the ability of businesses to service their debt. Certain businesses—such as oil and gas, airlines, cruise lines, hospitality, brick-and-mortar retailers, and… more

Commercial Bankruptcy, Creditors, Debt Instruments, Debt Restructuring, Debtors

See all updates »

1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax… more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

See all updates »

Virtual Currency Activity Prior Approval Requirement Established by NYDFS

On December 15, 2022, the New York Department of Financial Services (“NYDFS”) issued guidance clarifying that all New York banking organizations are required to obtain prior agency approval for virtual currency-related activity… more

Banks, Cryptocurrency, Financial Institutions, Financial Transactions, New Guidance

See all updates »

SEC Disclosure Considerations Following Bank Sector Disruptions

Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S… more

Banking Crisis, Business Disruption, Form 10-K, Form 10-Q, Form 8-K

See all updates »

Florida: Clear Blue Skies

In October 2024, Florida amended its blue sky law so that the “bad actor” disqualification provisions of Rule 506(d) under the Securities Act of 1933 also would apply to, among other exempt transactions, offerings to Florida… more

Blue Sky Laws, Executive Orders, Florida, Institutional Investors, Investors

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and… more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures

On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance… more

C&DIs, Corporate Governance, Disclosure Requirements, New Guidance, Non-GAAP Financial Measures

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and… more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

For the First Time, the US SEC Sanctions an NFT Issuer for Selling Unregistered Securities in SEC v. Impact Theory

In a published settlement of the charges on August 28, 2023, the US Securities and Exchange Commission (“SEC”) stated that non-fungible tokens (“NFTs”) issued by Impact Theory, LLC (“Impact”) were “securities” under US federal… more

Cryptoassets, Cryptocurrency, Digital Assets, Enforcement Actions, Ethereum

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US Banking Regulators Propose Enhanced Supplementary Leverage Ratio Reform

Last week, the US federal banking regulators proposed changes to the enhanced supplementary leverage ratio (“eSLR”) requirement for US global systemically important bank holding companies (“US GSIBs”) (the “Proposal”)… more

Banking Regulators, Banking Sector, Basel III, Capital Markets, Capital Requirements

See all updates »

SEC Proposes Amendments to Form PF and Enhanced Reporting for Private Fund Advisers

On January 26, 2022, the US Securities and Exchange Commission (SEC) voted to propose amendments to Form PF in order to enhance the reporting requirements and obligations of certain registered investment advisers to private… more

Comment Period, Financial Regulatory Reform, Form PF, Investment Adviser, Private Funds

See all updates »

Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the… more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

See all updates »

Founder Friendly Funding: The State of the Venture Markets

Based on data in Carta’s recently published State of the Markets report, the venture markets have experienced a slight uptick in number of deals and in dollars raised quarter-over-quarter. Companies on Carta’s platform completed… more

Capital Markets, Investment, Investment Funds, Investment Portfolios, Investors

See all updates »

SEC Proposes a “Sea Change” Set of New Rules Applicable to SPACs and Other Market Participants

On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies… more

Capital Markets, Capital Raising, Initial Public Offering (IPO), Investment, Market Participants

See all updates »

SIFMA and Other Industry Groups Petition SEC for Recission of Cybersecurity Disclosure Requirement

In late May 2025, the Securities Industry and Financial Markets Association (SIFMA), together with the American Bankers Association, Bank Policy Institute, Independent Community Bankers of America, and Institute of International… more

Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Financial Institutions, Financial Services Industry

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy… more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of… more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

US SEC Welcomes Public Input on Climate Change Disclosures

In another step toward the integration of climate factors into the US corporate disclosure landscape, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, issued a request for public input on… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

One Big Beautiful Bill Act Introduces Significant Domestic and International Tax Changes

On July 4, 2025, the “One Big Beautiful Bill Act” (OBBBA) became law. The OBBBA makes significant changes to domestic and international tax provisions, including provisions addressing bonus depreciation, research and… more

Bonus Depreciation, Controlled Foreign Corporations, Corporate Taxes, Foreign Corporations, GILTI tax

See all updates »

Proposed Nasdaq Rules May Raise Additional Difficulties for Companies in Emerging Markets

On June 8 and 12, 2020, the Securities and Exchange Commission had published in the Federal Register for comment several rule proposals from Nasdaq Stock Market LLC (“Nasdaq”) that would apply to companies whose principal… more

Capital Markets, Emerging Markets, Listing Standards, Nasdaq, Publicly-Traded Companies

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and… more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

The SEC’s Staff of the Division of Corporation Finance Clarifies Its Views on Crypto Mining

On March 20, 2025, the SEC’s Staff of the Division of Corporation Finance (the “Division”) issued a statement providing its views that crypto mining activities (as defined in its statement) do not involve the offer and sale of… more

Blockchain, Compliance, Cryptocurrency, Digital Assets, Regulatory Oversight

See all updates »

SEC Issues C&DI’s on Filing Fees and XBRL Exhibits

On November 20, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued two new compliance and disclosure interpretations (“C&DIs”) on filing fees and XBRL exhibits. These C&DI’s are summarized below, with… more

C&DIs, Disclosure Requirements, Publicly-Traded Companies, Securities and Exchange Commission (SEC), XBRL Filing Requirements

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and… more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

On point. – Real Estate Investment Trusts (REITs)

Real estate investment trusts (“REITs”) are professionally managed companies that invest in real estate, mortgages and real estaterelated assets on behalf of their investors. Established in 1960, REITs were designed to… more

Capital Gains, Capital Markets, Capital Raising, Distribution Rules, Initial Public Offering (IPO)

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of… more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”)… more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

WHAT’S THE DEAL? Structured Certificates of Deposit

What’s the Deal? - Structured certificates of deposit (“SCDs”) are financial instruments representing a deposit of a specified amount of money for a fixed period of time. As with traditional certificates of deposit (“CDs”),… more

Banks, Certificate of Deposit, Consumer Financial Products, Structured Financial Products

See all updates »

Capital Markets Insight: The Brazilian Sustainable Debt Market – A Cross-Border Regulatory Perspective

Sustainable debt issuances by Brazilian companies in both domestic and international markets have steadily increased. Abroad, the combined volume of green, social, and sustainability bonds issued by Brazilian corporates,… more

Bonds, Brazil, Capital Markets, Debt, Environmental Social & Governance (ESG)

See all updates »

Market Trends 2020/21: U.S. Tariff Policies

This practice note discusses recent U.S. tariff policies (U.S. Tariff Policies) that potentially have wide-ranging consequences for domestic and international trade and the capital markets. In a period marked by increased… more

Capital Markets, Imports, MD&A Statements, Regulation S-K, Tariffs

See all updates »

Past Guidance is No Assurance of Future Guidance: SEC Staff Reverses Course with New Marketing Rule FAQs on Extracted Performance and Portfolio Characteristics

AT A GLANCE - On March 19, the SEC released updated guidance for compliance with Rule 206(4)-1 under the Investment Advisers Act of 1940, with two major revisions: (i) an update to prior guidance regarding the use of extracted… more

Compliance, Disclosure Requirements, Investment Adviser, Investment Management, Regulatory Requirements

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates… more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

See all updates »

SEC Charges Company for Allegedly Deficient ATM Disclosures

On June 25, 2024, the Securities and Exchange Commission (the “SEC”) charged an advanced materials company and its former executive officers with market manipulation, fraud and other securities law violations.  The charges… more

Enforcement Actions, Financial Markets, Market Manipulation, Regulatory Violations, Securities and Exchange Commission (SEC)

See all updates »

European Commission Presents “Omnibus” Simplification Package with Amendments to CSRD, CSDDD, CBAM and Taxonomy

On 26 February 2025, the European Commission (“Commission”) published its “Omnibus I” or “Sustainability Omnibus” package as part of its mission to improve the competitiveness of the European Union. The Omnibus Package foresees… more

Carbon Emissions, Corporate Governance, Corporate Sustainability Reporting Directive (CSRD), Disclosure Requirements, Due Diligence

See all updates »

Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates… more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

See all updates »

2023 Listed Guidance for NYSE and NYSE American Issuers

On January 17, 2023, the annual NYSE Guidance Memo and NYSE American Guidance Memo (each, a “Guidance Memo” and collectively, the “Guidance Memos”) were released. The Guidance Memos highlighted policies significant and… more

Corporate Governance, Financial Markets, Listing Rules, New Guidance, NYSE

See all updates »

SEC Adopts Final Rules on Public Company Cybersecurity Disclosures of Incidents and Processes

Background and Summary - Table On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued a release (the “Adopting Release”), adopting final rules (the “Final Rules”) aimed at standardizing and enhancing… more

Cyber Attacks, Cybersecurity, Data Breach, Disclosure Requirements, Publicly-Traded Companies

See all updates »

Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates… more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

See all updates »

US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Ninth Circuit Affirms Dismissal in Stock-Drop Lawsuit, Citing Shareholder’s “Implausible” Scienter Theory

On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core… more

FDA Approval, Food and Drug Administration (FDA), Inflated Projections, Medical Devices, Misleading Statements

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US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange… more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

See all updates »

The EU Green Bond Standard

Christmas is coming early to the ESG bond market as the new EU Green Bond Standard applies from 21 December 2024. The new standard is conceptually similar to existing ICMA use of proceeds standards but quite different in… more

Capital Markets, Corporate Finance, Corporate Governance, Environmental Social & Governance (ESG), EU

See all updates »

SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities

With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income… more

Financial Services Industry, Fixed Income Investments, Investment Management, No-Action Letters, Relief Measures

See all updates »

SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the… more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and… more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

SEC Investor Advisory Committee Meets and Considers Various Private Placement Related Topics

On September 21, 2023, the U.S. Securities and Exchange Commission’s (the “SEC”) Investor Advisory Committee (“IAC”) met to consider certain matters included on the SEC’s rulemaking agenda for this fall, such as exempt offerings… more

Accredited Investors, Capital Raising, Financial Markets, Regulation D, Regulatory Agenda

See all updates »

European Commission Presents “Omnibus” Simplification Package with Amendments to CSRD, CSDDD, CBAM and Taxonomy

On 26 February 2025, the European Commission (“Commission”) published its “Omnibus I” or “Sustainability Omnibus” package as part of its mission to improve the competitiveness of the European Union. The Omnibus Package foresees… more

Carbon Emissions, Corporate Governance, Corporate Sustainability Reporting Directive (CSRD), Disclosure Requirements, Due Diligence

See all updates »

SEC Adopts Amendments to Accelerated and Large Accelerated Filer Definitions

On March 12, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions in Rule 12b-2 under the Securities Exchange Act of 1934 (Rule 12b-2). The… more

Accelerated Filers, Publicly-Traded Companies, Sarbanes-Oxley, Securities and Exchange Commission (SEC)

See all updates »

PCAOB Secures Complete Access to Inspect and Investigate Chinese Audit Firms, but SEC Signals Must Remain Vigilant

Last week, the U.S. Public Company Accounting Oversight Board (“PCAOB”) announced it had secured complete access to inspect and investigate issuer engagements of audit firms headquartered in China and Hong Kong, marking the… more

Audits, China, Corporate Governance, Foreign Corporations, Holding Foreign Companies Accountable Act (HFCAA)

See all updates »

SEC Conference on Emerging Asset Management Trends

On June 5th, the SEC brought together regulators, industry leaders, and experts to discuss the evolving asset management landscape at its 2025 Conference on Emerging Trends in Asset Management.  This year’s event focused on the… more

Asset Management, Blockchain, Capital Markets, Cryptocurrency, Digital Assets

See all updates »

Past Guidance is No Assurance of Future Guidance: SEC Staff Reverses Course with New Marketing Rule FAQs on Extracted Performance and Portfolio Characteristics

AT A GLANCE - On March 19, the SEC released updated guidance for compliance with Rule 206(4)-1 under the Investment Advisers Act of 1940, with two major revisions: (i) an update to prior guidance regarding the use of extracted… more

Compliance, Disclosure Requirements, Investment Adviser, Investment Management, Regulatory Requirements

See all updates »

41st Annual Small Business Forum

Recently, the Securities and Exchange Commission (the “SEC”) released its report to Congress summarizing the principal policy recommendations made at the 41st Annual Government-Business Forum on Small Business Capital Formation… more

Capital Formation, Capital Raising, Crowdfunding, Emerging Growth Companies, Investment Funds

See all updates »

Bills Promoting Board Diversity Advance in Congress

Earlier this month, the U.S. House Financial Services Committee passed, with overwhelming bi-partisan support, three bills to promote gender, racial and ethnic diversity on corporate boards. Although there has been progress in… more

Board of Directors, Corporate Governance, Diversity, Financial Services Committee, Legislative Agendas

See all updates »

Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely… more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

See all updates »

US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy… more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy… more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

EBITDA Adjustments for Lost Revenues Resulting from COVID-19

As many parts of the United States begin to focus on recovering from the profound impact caused by the COVID-19 outbreak, businesses are looking to minimize the pandemic’s toll on their financial performance… more

Accounting Standards, Coronavirus/COVID-19, EBITDA, Financial Reporting, GAAP

See all updates »

The EU Green Bond Standard

Christmas is coming early to the ESG bond market as the new EU Green Bond Standard applies from 21 December 2024. The new standard is conceptually similar to existing ICMA use of proceeds standards but quite different in… more

Capital Markets, Corporate Finance, Corporate Governance, Environmental Social & Governance (ESG), EU

See all updates »

European Commission Presents “Omnibus” Simplification Package with Amendments to CSRD, CSDDD, CBAM and Taxonomy

On 26 February 2025, the European Commission (“Commission”) published its “Omnibus I” or “Sustainability Omnibus” package as part of its mission to improve the competitiveness of the European Union. The Omnibus Package foresees… more

Carbon Emissions, Corporate Governance, Corporate Sustainability Reporting Directive (CSRD), Disclosure Requirements, Due Diligence

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

WHAT’S THE DEAL? Regulation Fair Disclosure

Here’s the deal: Regulation FD is an issuer disclosure rule that prohibits a US public company and certain persons acting on its behalf from selectively disclosing material nonpublic information about itself or its… more

Disclosure, Non-Public Information, Public Disclosure, Publicly-Traded Companies, Regulation FD

See all updates »

SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”)… more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

SEC Proposal Significantly Impacts Private Fund Advisers and Investors

On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If… more

Investment Adviser, Investment Advisers Act of 1940, Investor Protection, Investors, Private Funds

See all updates »

US IRS Releases Final Regulations Addressing IBOR Transition

As the IBOR transition continues, business teams have frequently heard from their tax departments and advisors that amending existing contracts to add IBOR replacement mechanics or replacing an IBOR rate with a new rate can have… more

Income Taxes, Inter-Bank Offered Rates (IBORs), Interest Rates, IRS, New Guidance

See all updates »

PCOAB Releases Preview of 2018 Audit Inspection Findings

In May, the Public Company Accounting Oversight Board (“PCAOB”) posted a preview of its staff’s observations made in relation to audits conducted in 2018… more

Audit Reports, Audits, Financial Statements, PCAOB, Publicly-Traded Companies

See all updates »

Ripple is Not a Tidal Wave – the SEC’s Case Against Terraform Labs Provides a Quick Counterpoint to the Recent Ripple Ruling

Just weeks after the novel securities analysis in SEC v. Ripple Labs was handed down by Judge Analisa Torres, a different judge in the Southern District of New York has distinguished the approach taken in Ripple and argued… more

Capital Markets, Cryptoassets, Digital Assets, Financial Services Industry, Financial Transactions

See all updates »

European Commission Presents “Omnibus” Simplification Package with Amendments to CSRD, CSDDD, CBAM and Taxonomy

On 26 February 2025, the European Commission (“Commission”) published its “Omnibus I” or “Sustainability Omnibus” package as part of its mission to improve the competitiveness of the European Union. The Omnibus Package foresees… more

Carbon Emissions, Corporate Governance, Corporate Sustainability Reporting Directive (CSRD), Disclosure Requirements, Due Diligence

See all updates »

European Commission Presents “Omnibus” Simplification Package with Amendments to CSRD, CSDDD, CBAM and Taxonomy

On 26 February 2025, the European Commission (“Commission”) published its “Omnibus I” or “Sustainability Omnibus” package as part of its mission to improve the competitiveness of the European Union. The Omnibus Package foresees… more

Carbon Emissions, Corporate Governance, Corporate Sustainability Reporting Directive (CSRD), Disclosure Requirements, Due Diligence

See all updates »

One Big Beautiful Bill Act Introduces Significant Domestic and International Tax Changes

On July 4, 2025, the “One Big Beautiful Bill Act” (OBBBA) became law. The OBBBA makes significant changes to domestic and international tax provisions, including provisions addressing bonus depreciation, research and… more

Bonus Depreciation, Controlled Foreign Corporations, Corporate Taxes, Foreign Corporations, GILTI tax

See all updates »

Blackbaud Inc. to Pay $3 Million to SEC for Alleged Misleading Disclosures in 2020 Ransomware Attack

On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for… more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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Market Outlook for IPOs in 2025: Insights from PLI’s 56th Annual Institute on Securities Regulation

On November 14, 2024, the Practising Law Institute’s 56th Annual Institute on Securities Regulation featured a panel discussion that provided valuable insights into the initial public offering (IPO) landscape for 2025… more

Capital Markets, Initial Public Offering (IPO), Investment, Investment Management, Securities and Exchange Commission (SEC)

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1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax… more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

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Capital Markets Insight: The Brazilian Sustainable Debt Market – A Cross-Border Regulatory Perspective

Sustainable debt issuances by Brazilian companies in both domestic and international markets have steadily increased. Abroad, the combined volume of green, social, and sustainability bonds issued by Brazilian corporates,… more

Bonds, Brazil, Capital Markets, Debt, Environmental Social & Governance (ESG)

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EBITDA Adjustments for Lost Revenues Resulting from COVID-19

As many parts of the United States begin to focus on recovering from the profound impact caused by the COVID-19 outbreak, businesses are looking to minimize the pandemic’s toll on their financial performance… more

Accounting Standards, Coronavirus/COVID-19, EBITDA, Financial Reporting, GAAP

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of… more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy… more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

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US SEC’s Climate Risk Disclosure Proposal Likely to Face Legal Challenges

Background - On March 21, 2022, the US Securities and Exchange Commission (SEC) voted 3:1 to propose new rules that, if adopted, would require public companies to, among other things, provide audited financial statements… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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SEC Reopens Pay Versus Performance Comment Period

On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would… more

Comment Period, Disclosure Requirements, Dodd-Frank, Executive Compensation, Pay Ratio

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Could the US Government’s Financial Stability Oversight Council Subject the Residential Mortgage Industry or Mortgage REITs to Supervision by the Federal Reserve and Prudential Standards?

Raise your hand if you are an independent mortgage banker, a residential mortgage real estate investment trust (“mREIT”) or a nonbank investor in residential mortgage loans that would like to be subject to additional federal… more

Consumer Financial Products, Dodd-Frank, Financial Services Industry, FSOC, Mortgage Lenders

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US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of… more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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SEC Division of Corporation Finance Statement on Certain Protocol Staking Activities

On May 29, 2025, the staff (“Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission continued its recent pattern of issuing Staff guidance addressing cryptocurrency. The May 29 Staff… more

Cryptoassets, Cryptocurrency, New Guidance, Securities, Securities and Exchange Commission (SEC)

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Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy… more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

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Third Time’s the Charm? SEC Adopts Final Disclosure Rules for Resource Extraction Issuers

On December 16, 2020, the US Securities and Exchange Commission (SEC), by a 3-2 vote, adopted final rules requiring annual disclosure on Form SD of payments by SEC reporting companies engaged in the commercial development of… more

Disclosure Requirements, Dodd-Frank, Form SD, Natural Resources, Oil & Gas

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SEC Formally Withdraws Various Proposed Rules

The Securities and Exchange Commission (SEC) formally withdrew the following proposed Gensler era rulemakings: Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule… more

Cybersecurity, Financial Regulatory Reform, Investment Advisers Act of 1940, Proposed Rules, Regulatory Reform

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Proposed Amendments to Rule 144

In its 2019 Concept Release on Harmonization of Securities Offerings,1 the US Securities and Exchange Commission (SEC) included a section requesting comment regarding resale exemptions, including Rule 144. While the SEC… more

Financial Regulatory Reform, Holding Periods, Publicly-Traded Companies, Resale Exemption, Rule 144

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FINRA Highlights Increasing Cybersecurity Risks at Third-Party Providers

The Cyber and Analytics Unit within the Member Supervision program of the Financial Industry Regulatory Authority, Inc. (“FINRA”) recently published a cybersecurity advisory regarding increasing cybersecurity risks at… more

Cybersecurity, Data Privacy, Financial Industry Regulatory Authority (FINRA), Financial Services Industry, Investment Firms

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BDC Facts & Stats - June 2025

In recent years, non-bank lending to private equity-owned, small- and middle-market companies has increased significantly. Within this growing sector, private and non-traded BDCs have outperformed other non-bank lenders in many… more

Asset Management, Borrowers, Business Development Companies, Capital Markets, Financial Institutions

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US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange… more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

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Capital Markets Insight: The Brazilian Sustainable Debt Market – A Cross-Border Regulatory Perspective

Sustainable debt issuances by Brazilian companies in both domestic and international markets have steadily increased. Abroad, the combined volume of green, social, and sustainability bonds issued by Brazilian corporates,… more

Bonds, Brazil, Capital Markets, Debt, Environmental Social & Governance (ESG)

See all updates »

Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions… more

Asset-Backed Securities, Conflicts of Interest, Final Rules, Financial Transactions, Regulatory Reform

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US ARRC Proposes a New York State Legislative “Solution” for Legacy LIBOR Contracts Without Adequate Fallbacks—But What Does It Actually “Solve”?

On March 6, 2020, the Alternative Reference Rates Committee (ARRC) released its “Proposed Legislative Solution to Minimize Legal Uncertainty and Adverse Economic Impact Associated with LIBOR Transition,” which the ARRC intends… more

Adverse Impact, Alternative Reference Rates Committee (ARRC), Benchmarks, Capital Markets, Interest Rates

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The US Moving Toward Adopting New Climate Disclosures

On June 21, 2021, US financial regulators met with US President Joe Biden to discuss the US economy and update him on their efforts to address climate-related risks.  According to the White House readout of the meeting, the… more

Biden Administration, CCAA, Climate Change, Corporate Counsel, Corporate Governance

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Limited US Tax Guidance for Adding ARRC and ISDA Fallbacks

On Friday, October 9, 2020, the Internal Revenue Service released Revenue Procedure 2020-44 (the “Revenue Procedure”), providing retroactive but limited relief for amending specific types of legacy contracts to add fallback… more

Alternative Reference Rates Committee (ARRC), Derivatives, Financial Services Industry, IRS, ISDA

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US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

SEC Enforcement Sweep Brings Actions for Delinquent Ownership Reports

On September 25, 2024, the Securities and Exchange Commission announced the settlement of twenty-one enforcement actions related to untimely reports required by Section 13(d) or 13(g) of the Securities Exchange Act, Section… more

Beneficial Owner, Cease and Desist Orders, Enforcement Actions, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely… more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

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House Passes Digital Asset Market Structure Legislation: Financial Innovation and Technology for the 21st Century Act (FIT21)

On May 22, 2024, the US House of Representatives passed H.R. 4763, the Financial Innovation and Technology for the 21st Century Act (FIT21), which would amend existing securities and commodity regulatory statutes to facilitate… more

CFTC, Cryptocurrency, Digital Assets, Financial Regulatory Reform, Investment

See all updates »

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates… more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

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The EU Green Bond Standard

Christmas is coming early to the ESG bond market as the new EU Green Bond Standard applies from 21 December 2024. The new standard is conceptually similar to existing ICMA use of proceeds standards but quite different in… more

Capital Markets, Corporate Finance, Corporate Governance, Environmental Social & Governance (ESG), EU

See all updates »

Past Guidance is No Assurance of Future Guidance: SEC Staff Reverses Course with New Marketing Rule FAQs on Extracted Performance and Portfolio Characteristics

AT A GLANCE - On March 19, the SEC released updated guidance for compliance with Rule 206(4)-1 under the Investment Advisers Act of 1940, with two major revisions: (i) an update to prior guidance regarding the use of extracted… more

Compliance, Disclosure Requirements, Investment Adviser, Investment Management, Regulatory Requirements

See all updates »

Refresher: EU Capital Requirements Directive 6 (“CRD6”) – What Cross-Border Financial Institutions Need to Know

Many US and other non-EU financial institutions which lend or undertake trade finance business on a cross border basis into Europe do so in reliance upon exemptions under local law.  These exemptions typically permit these… more

Banking Sector, Capital Requirements, Cross-Border Transactions, EU, EU Directive

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Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates… more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

See all updates »

SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”)… more

Investment, Investment Funds, Investors, New Rules, Private Funds

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US Investment Ban Targeting Companies Deemed Linked to Chinese Military Expanded to Chinese Surveillance Technology Sector

A new executive order (the “EO”) signed by President Biden on June 3, 2021, amends existing prohibitions on US investments in companies that the US government has determined support the military of the People’s Republic of China… more

American Depository Receipts (ADRs), Biden Administration, China, Economic Sanctions, Executive Orders

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Ninth Circuit Affirms Dismissal in Stock-Drop Lawsuit, Citing Shareholder’s “Implausible” Scienter Theory

On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core… more

FDA Approval, Food and Drug Administration (FDA), Inflated Projections, Medical Devices, Misleading Statements

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”)… more

Investment, Investment Funds, Investors, New Rules, Private Funds

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SEC Investor Advisory Committee Panel Discusses Digital Engagement Practices

On June 22, 2023, the Investor Advisory Committee (“IAC”) of the US Securities and Exchange Commission (“SEC” or “Commission”) held a panel discussion regarding current challenges and potential improvements to the use of digital… more

Compliance, Conflicts of Interest, Crypto Exchanges, Investor Advisory Committee, Investors

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Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates… more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

See all updates »

House Passes Digital Asset Market Structure Legislation: Financial Innovation and Technology for the 21st Century Act (FIT21)

On May 22, 2024, the US House of Representatives passed H.R. 4763, the Financial Innovation and Technology for the 21st Century Act (FIT21), which would amend existing securities and commodity regulatory statutes to facilitate… more

CFTC, Cryptocurrency, Digital Assets, Financial Regulatory Reform, Investment

See all updates »

Blackbaud Inc. to Pay $3 Million to SEC for Alleged Misleading Disclosures in 2020 Ransomware Attack

On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for… more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy… more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of… more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

SEC Proposal Significantly Impacts Private Fund Advisers and Investors

On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If… more

Investment Adviser, Investment Advisers Act of 1940, Investor Protection, Investors, Private Funds

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SEC Adopts New Share Repurchase Disclosure Rules

Executive Summary - On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”)1 to its existing rules (the “Existing Rules”) regarding disclosures about… more

10b5-1 Plans, Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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Maintaining Perspective: Governance and Disclosure Reminders for Public Companies

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the… more

Banks, Capital Formation, Corporate Governance, Disclosure Requirements, Duty of Care

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A Road Not Taken: Where the US Capital Proposal Differs From Basel

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”) and (ii)… more

Banks, Basel Committee on Banking Supervision (BCBS), Capital Requirements, Financial Institutions, Financial Regulatory Reform

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Capital Markets Insight: The Brazilian Sustainable Debt Market – A Cross-Border Regulatory Perspective

Sustainable debt issuances by Brazilian companies in both domestic and international markets have steadily increased. Abroad, the combined volume of green, social, and sustainability bonds issued by Brazilian corporates,… more

Bonds, Brazil, Capital Markets, Debt, Environmental Social & Governance (ESG)

See all updates »

Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of… more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

US Inflation Reduction Act – Corporate Minimum Tax and Stock Repurchase Excise Tax

If you thought the recent price increase at your neighborhood store was inflation’s last flop, think again. The Inflation Reduction Act (“IRA”), which was signed into law by President Biden on August 16, 2022, is estimated to… more

Alternative Minimum Tax, Biden Administration, Corporate Taxes, Excise Tax, Income Taxes

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the… more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

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House Committee on Financial Services Advances Capital Formation Legislation

On July 22 and 23, 2025, the House Committee on Financial Services (the “Committee”) held a full committee markup during which it considered certain bills that, if passed, would improve investor access to the capital markets… more

Capital Formation, Capital Markets, Investment Advisers Act of 1940, Investment Funds, New Legislation

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U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and… more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

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Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy… more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

The Department of Labor’s ESG-less Final ESG Rule

On October 30, 2020, the U.S. Department of Labor (“DOL”) released its final regulation (“Final Rule”) relating to a fiduciary’s consideration of environmental, social and governance (“ESG”) factors when making investment… more

Business Strategies, Corporate Governance, Corporate Social Responsibility, Department of Labor (DOL), Employee Benefits

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SEC Adopts Final Rules on Public Company Cybersecurity Disclosures of Incidents and Processes

Background and Summary - Table On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued a release (the “Adopting Release”), adopting final rules (the “Final Rules”) aimed at standardizing and enhancing… more

Cyber Attacks, Cybersecurity, Data Breach, Disclosure Requirements, Publicly-Traded Companies

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Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions… more

Asset-Backed Securities, Conflicts of Interest, Final Rules, Financial Transactions, Regulatory Reform

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One Big Beautiful Bill Act Introduces Significant Domestic and International Tax Changes

On July 4, 2025, the “One Big Beautiful Bill Act” (OBBBA) became law. The OBBBA makes significant changes to domestic and international tax provisions, including provisions addressing bonus depreciation, research and… more

Bonus Depreciation, Controlled Foreign Corporations, Corporate Taxes, Foreign Corporations, GILTI tax

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Business Development Companies: Facts & Stats

In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has increased significantly. Within this growing sector, private and non-traded BDCs have outperformed other non-bank lenders… more

BDC, Business Development Companies, Capital Markets, Consumer Financial Products, Financial Services Industry

See all updates »

US Banking Regulators Propose Enhanced Supplementary Leverage Ratio Reform

Last week, the US federal banking regulators proposed changes to the enhanced supplementary leverage ratio (“eSLR”) requirement for US global systemically important bank holding companies (“US GSIBs”) (the “Proposal”)… more

Banking Regulators, Banking Sector, Basel III, Capital Markets, Capital Requirements

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Capital Markets Insight: International Bonds as an Alternative to Debentures for Brazilian Issuers

A bond is a debt obligation issued by a corporation or government for funding purposes. When investors buy a corporate bond, they are lending money to the corporation in return, in most cases, for the right to receive periodic… more

Bonds, Brazil, Capital Markets, Debentures, Debt Securities

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Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and… more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

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SEC Proposes a “Sea Change” Set of New Rules Applicable to SPACs and Other Market Participants

On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies… more

Capital Markets, Capital Raising, Initial Public Offering (IPO), Investment, Market Participants

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Corporate Financing Rule Change (FINRA Rule 5110)

The Financial Industry Regulatory Authority, Inc. (“FINRA”) recently released Regulatory Notice 20- 10, which discusses the recent changes to Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) (the… more

Corporate Financing, Filing Requirements, Financial Industry Regulatory Authority (FINRA), Public Offerings, Shelf Corporations

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Past Guidance is No Assurance of Future Guidance: SEC Staff Reverses Course with New Marketing Rule FAQs on Extracted Performance and Portfolio Characteristics

AT A GLANCE - On March 19, the SEC released updated guidance for compliance with Rule 206(4)-1 under the Investment Advisers Act of 1940, with two major revisions: (i) an update to prior guidance regarding the use of extracted… more

Compliance, Disclosure Requirements, Investment Adviser, Investment Management, Regulatory Requirements

See all updates »

SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”)… more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates… more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

See all updates »

Global 2024 Insurtech Trends

The insurtech industry experienced some challenges in 2024, with notable shifts in funding, deal activity, and strategic investments, according to CB Insights’ State of Insurtech 2024 report.  The report highlights a number of… more

Financial Services Industry, FinTech, Funding, Insurtech, Investment

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Audit Committees: Are They Overworked?

On June 22, 2023, the SEC’s Investor Advisory Committee hosted a panel discussion regarding audit committee workload and transparency.  The panel was led by James Andrus, with presentations of new research by Lauren Cunningham… more

Audit Committee, Board of Directors, Risk Allocation, Securities and Exchange Commission (SEC), Securities Regulation

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SEC Disclosure Considerations Following Bank Sector Disruptions

Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S… more

Banking Crisis, Business Disruption, Form 10-K, Form 10-Q, Form 8-K

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Capital Markets Insight: The Brazilian Sustainable Debt Market – A Cross-Border Regulatory Perspective

Sustainable debt issuances by Brazilian companies in both domestic and international markets have steadily increased. Abroad, the combined volume of green, social, and sustainability bonds issued by Brazilian corporates,… more

Bonds, Brazil, Capital Markets, Debt, Environmental Social & Governance (ESG)

See all updates »

SEC Proposes New Rules on Public Company Cybersecurity Disclosures

Background - On March 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released proposed amendments (the “Proposed Amendments”) aimed at enhancing and standardizing disclosure relating to cybersecurity risks… more

Business Development Companies, Comment Period, Cyber Incident Reporting, Cybersecurity, Data Breach

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US Securities and Exchange Commission Division of Examinations 2022 Exam Priorities

On March 30, 2022, the Division of Examinations of the US Securities and Exchange Commission (the “Division” and “SEC,” respectively) announced its examination priorities for 2022. This year’s priorities specifically focus on:… more

Cooperative Compliance Regime, Cryptoassets, Emerging Technologies, Environmental Social & Governance (ESG), Fiduciary Duty

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Capital Markets Insight: The Brazilian Sustainable Debt Market – A Cross-Border Regulatory Perspective

Sustainable debt issuances by Brazilian companies in both domestic and international markets have steadily increased. Abroad, the combined volume of green, social, and sustainability bonds issued by Brazilian corporates,… more

Bonds, Brazil, Capital Markets, Debt, Environmental Social & Governance (ESG)

See all updates »

Capital Markets Insight: The Brazilian Sustainable Debt Market – A Cross-Border Regulatory Perspective

Sustainable debt issuances by Brazilian companies in both domestic and international markets have steadily increased. Abroad, the combined volume of green, social, and sustainability bonds issued by Brazilian corporates,… more

Bonds, Brazil, Capital Markets, Debt, Environmental Social & Governance (ESG)

See all updates »

Capital Markets Insight: The Brazilian Sustainable Debt Market – A Cross-Border Regulatory Perspective

Sustainable debt issuances by Brazilian companies in both domestic and international markets have steadily increased. Abroad, the combined volume of green, social, and sustainability bonds issued by Brazilian corporates,… more

Bonds, Brazil, Capital Markets, Debt, Environmental Social & Governance (ESG)

See all updates »

The EU Green Bond Standard

Christmas is coming early to the ESG bond market as the new EU Green Bond Standard applies from 21 December 2024. The new standard is conceptually similar to existing ICMA use of proceeds standards but quite different in… more

Capital Markets, Corporate Finance, Corporate Governance, Environmental Social & Governance (ESG), EU

See all updates »

SEC Division of Examinations Announces 2025 Exam Priorities

On October 21, 2024, the Division of Examinations (“EXAMS” or the “Division”) of the U.S. Securities and Exchange Commission (“SEC”) released its examination priorities (the “2025 Priorities”) for fiscal year 2025 (which started… more

Artificial Intelligence, BSA/AML, Cryptoassets, Financial Markets, Financial Services Industry

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What’s the Deal? – Stock Repurchase Programs: Useful Reminders

As the pandemic has taken hold, there has been a predictable decline in stock repurchase activity; however, many issuers are evaluating restarting their programs or undertaking new programs.  In this What’s the Deal guide, we… more

Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Infectious Diseases, Publicly-Traded Companies

See all updates »

US IRS Releases Final Regulations Addressing IBOR Transition

As the IBOR transition continues, business teams have frequently heard from their tax departments and advisors that amending existing contracts to add IBOR replacement mechanics or replacing an IBOR rate with a new rate can have… more

Income Taxes, Inter-Bank Offered Rates (IBORs), Interest Rates, IRS, New Guidance

See all updates »

SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”)… more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

SEC Updates Guidance on the Use of Lock-Up Agreements in Rule 145(a) Transactions

On March 6, 2025, for the first time since 2008, the staff (the “Staff”) of the Securities and Exchange Commission updated its guidance on the use of lock-up agreements in connection with Rule 145(a) transactions (i.e., certain… more

Acquisitions, Capital Markets, Compliance, Disclosure Requirements, Mergers

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EBITDA Adjustments for Lost Revenues Resulting from COVID-19

As many parts of the United States begin to focus on recovering from the profound impact caused by the COVID-19 outbreak, businesses are looking to minimize the pandemic’s toll on their financial performance… more

Accounting Standards, Coronavirus/COVID-19, EBITDA, Financial Reporting, GAAP

See all updates »

US Banking Regulators Propose Enhanced Supplementary Leverage Ratio Reform

Last week, the US federal banking regulators proposed changes to the enhanced supplementary leverage ratio (“eSLR”) requirement for US global systemically important bank holding companies (“US GSIBs”) (the “Proposal”)… more

Banking Regulators, Banking Sector, Basel III, Capital Markets, Capital Requirements

See all updates »

SEC Adopts Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability & Related Disclosures

On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure… more

10b5-1 Plans, Affirmative Defenses, Corporate Governance, Disclosure Requirements, Insider Trading

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SEC Proposes Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability

On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations for… more

10b5-1 Plans, Disclosure Requirements, Insider Trading, Material Nonpublic Information, Proposed Amendments

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”)… more

Investment, Investment Funds, Investors, New Rules, Private Funds

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Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and… more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

Maintaining Perspective: Governance and Disclosure Reminders for Public Companies

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the… more

Banks, Capital Formation, Corporate Governance, Disclosure Requirements, Duty of Care

See all updates »

U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and… more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

See all updates »

One Big Beautiful Bill Act Introduces Significant Domestic and International Tax Changes

On July 4, 2025, the “One Big Beautiful Bill Act” (OBBBA) became law. The OBBBA makes significant changes to domestic and international tax provisions, including provisions addressing bonus depreciation, research and… more

Bonus Depreciation, Controlled Foreign Corporations, Corporate Taxes, Foreign Corporations, GILTI tax

See all updates »

SEC Division of Examinations Risk Alert: New SEC Leadership Continues Focus on Examinations Related to Digital Asset Securities

On February 26, 2021, the US Securities and Exchange Commission’s (“SEC”) Division of Examinations published a risk alert in connection with the offer, sale, and trading of digital assets that are securities. The risk alert… more

Bitcoin, Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT)

See all updates »

Capital Markets Insight: How to Know When You Need a Temporary CUSIP Number for Reopenings

If you are involved in issuing or trading securities, you are familiar with CUSIP numbers, the ninedigit alphanumeric codes that identify specific securities in the United States and Canada. What you may not know is that… more

Capital Markets, Compliance, Debt Securities, Disclosure, Financial Markets

See all updates »

Capital Markets Insight: How to Know When You Need a Temporary CUSIP Number for Reopenings

If you are involved in issuing or trading securities, you are familiar with CUSIP numbers, the ninedigit alphanumeric codes that identify specific securities in the United States and Canada. What you may not know is that… more

Capital Markets, Compliance, Debt Securities, Disclosure, Financial Markets

See all updates »

US Banking Regulators Propose Enhanced Supplementary Leverage Ratio Reform

Last week, the US federal banking regulators proposed changes to the enhanced supplementary leverage ratio (“eSLR”) requirement for US global systemically important bank holding companies (“US GSIBs”) (the “Proposal”)… more

Banking Regulators, Banking Sector, Basel III, Capital Markets, Capital Requirements

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Past Guidance is No Assurance of Future Guidance: SEC Staff Reverses Course with New Marketing Rule FAQs on Extracted Performance and Portfolio Characteristics

AT A GLANCE - On March 19, the SEC released updated guidance for compliance with Rule 206(4)-1 under the Investment Advisers Act of 1940, with two major revisions: (i) an update to prior guidance regarding the use of extracted… more

Compliance, Disclosure Requirements, Investment Adviser, Investment Management, Regulatory Requirements

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PCAOB Secures Complete Access to Inspect and Investigate Chinese Audit Firms, but SEC Signals Must Remain Vigilant

Last week, the U.S. Public Company Accounting Oversight Board (“PCAOB”) announced it had secured complete access to inspect and investigate issuer engagements of audit firms headquartered in China and Hong Kong, marking the… more

Audits, China, Corporate Governance, Foreign Corporations, Holding Foreign Companies Accountable Act (HFCAA)

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Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and… more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

Chair Clayton and Division Director Hinman Issue Public Statement on the Importance of Disclosure in the Current COVID-19 Environment

On April 8, 2020, the Chair of the U.S. Securities and Exchange Commission (the “SEC”) – Jay Clayton – and the Director of the SEC’s Division of Corporation Finance – William Hinman – issued a joint statement titled The… more

Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

See all updates »

One Big Beautiful Bill Act Introduces Significant Domestic and International Tax Changes

On July 4, 2025, the “One Big Beautiful Bill Act” (OBBBA) became law. The OBBBA makes significant changes to domestic and international tax provisions, including provisions addressing bonus depreciation, research and… more

Bonus Depreciation, Controlled Foreign Corporations, Corporate Taxes, Foreign Corporations, GILTI tax

See all updates »

Overhaul of Regulatory Capital Requirements Proposed by US Banking Regulators

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”), and… more

Banks, Capital Requirements, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Co-Investment Relief a Step to Retail Access to Registered Funds

On March 4, 2025, the Investment Company Institute (ICI) wrote to the Securities and Exchange Commission (SEC) to express its support of a request for co-investment exemptive relief by an applicant and urge that the SEC grant… more

Financial Services Industry, Investment Adviser, Investment Company Act of 1940, Investment Management, Investor Protection

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SEC and FinCEN Propose Customer Identification Program Requirements for Certain Investment Advisers

I. INTRODUCTION - On May 13, 2024, the US Securities and Exchange Commission (“SEC”) and the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a joint notice of proposed rulemaking (the… more

Anti-Money Laundering, Compliance, Exempt Reporting Advisers (ERAs), Financial Institutions, Financial Markets

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Proposed State Securities Registration Amendments for Smaller Offerings

On November 1, 2018, the North American Securities Administrators Association, Inc. (“NASAA”) released for public comment proposed updates to the SCOR Statement of Policy and the SCOR Form (Form U-7). According to the NASAA,… more

Amended Rules, Bad Actors, Financial Statements, NASAA, Registration Requirement

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US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and… more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

See all updates »

US Securities and Exchange Commission Increases Focus on Cybersecurity

This past summer’s string of cyber enforcement actions signals that cybersecurity has become a top priority for the US Securities and Exchange Commission (“SEC”). This focus is consistent with the SEC’s Division of Examinations… more

Broker-Dealer, Cyber Attacks, Cybersecurity, Data Breach, Data Protection

See all updates »

Maintaining Perspective: Governance and Disclosure Reminders for Public Companies

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the… more

Banks, Capital Formation, Corporate Governance, Disclosure Requirements, Duty of Care

See all updates »

SEC Enforcement Annual Report FY2020: Key Takeaways and Trends

On November 2, 2020, the U.S. Securities and Exchange Commission (“SEC”) Division of Enforcement staff published its annual enforcement report for fiscal year 2020. This has been an unprecedented year, including for the SEC’s… more

Annual Reports, Broker-Dealer, Corporate Counsel, Enforcement Actions, Enforcement Statistics

See all updates »

Ripple is Not a Tidal Wave – the SEC’s Case Against Terraform Labs Provides a Quick Counterpoint to the Recent Ripple Ruling

Just weeks after the novel securities analysis in SEC v. Ripple Labs was handed down by Judge Analisa Torres, a different judge in the Southern District of New York has distinguished the approach taken in Ripple and argued… more

Capital Markets, Cryptoassets, Digital Assets, Financial Services Industry, Financial Transactions

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Components of Regulation Best Interest

As we previously blogged, on June 5, 2019, the SEC adopted Regulation Best Interest. The final regulation includes obligations relating to disclosure, care, conflicts of interest and compliance, which are each specific… more

Best Interest Standard, Broker-Dealer, Duty of Care, Duty of Loyalty, Fiduciary Duty

See all updates »

Legal Update: Volcker Rule Revisions Adopted by Agencies

The Federal Deposit Insurance Corporation (“FDIC”) and Office of the Comptroller of the Currency (“OCC”) have finalized revisions to the proprietary trading and compliance program provisions of the Volcker Rule (the “2019… more

Compliance Management Systems, Covered Funds, Derivatives, Exemptions, Financial Markets

See all updates »

Disclosing Perks and Payments

The Securities and Exchange Commission recently announced a settlement with Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and founder and former CEO and Chairman, William A. Furman, for (i)… more

Compensation & Benefits, Corporate Governance, Enforcement Actions, Executive Compensation, Failure To Disclose

See all updates »

US Investment Ban Targeting Companies Deemed Linked to Chinese Military Expanded to Chinese Surveillance Technology Sector

A new executive order (the “EO”) signed by President Biden on June 3, 2021, amends existing prohibitions on US investments in companies that the US government has determined support the military of the People’s Republic of China… more

American Depository Receipts (ADRs), Biden Administration, China, Economic Sanctions, Executive Orders

See all updates »

SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities

With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income… more

Financial Services Industry, Fixed Income Investments, Investment Management, No-Action Letters, Relief Measures

See all updates »

European Commission Presents “Omnibus” Simplification Package with Amendments to CSRD, CSDDD, CBAM and Taxonomy

On 26 February 2025, the European Commission (“Commission”) published its “Omnibus I” or “Sustainability Omnibus” package as part of its mission to improve the competitiveness of the European Union. The Omnibus Package foresees… more

Carbon Emissions, Corporate Governance, Corporate Sustainability Reporting Directive (CSRD), Disclosure Requirements, Due Diligence

See all updates »

2024 U.S. Proxy and Annual Report Season: It’s Starting Time!

Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and… more

Corporate Governance, Environmental Social & Governance (ESG), Proxy Season, Proxy Statements, Proxy Voting Guidelines

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Waivers of Code of Conduct for Nasdaq Listed Companies

On September 5, 2023, the Securities and Exchange Commission (the “SEC”) posted and declared effective a Nasdaq rule proposal modifying requirements related to a waiver of the code of conduct in Listing Rules 5610 and IM-5610… more

Board of Directors, Code of Conduct, Corporate Executives, Corporate Governance, Financial Markets

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Across the Board - A Board Approach to Shareholder Engagement

​​​​​​​Public company executives have long engaged with their shareholders, especially during proxy season, to share business strategy and address investor concerns. In recent years, public company directors have increasingly… more

Board of Directors, Corporate Governance, Directors, Duties & Responsibilities, Policies and Procedures

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SEC Proposes Amendments That Would Place New Cybersecurity Reporting and Disclosure Requirements on Public Companies

On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules to… more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

See all updates »

Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations

Executive Summary- Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and… more

Board of Directors, Climate Action Plan, Climate Change, Corporate Governance, Corporate Social Responsibility

See all updates »

Blackbaud Inc. to Pay $3 Million to SEC for Alleged Misleading Disclosures in 2020 Ransomware Attack

On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for… more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax… more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

See all updates »

US Investment Ban Targeting Companies Deemed Linked to Chinese Military Expanded to Chinese Surveillance Technology Sector

A new executive order (the “EO”) signed by President Biden on June 3, 2021, amends existing prohibitions on US investments in companies that the US government has determined support the military of the People’s Republic of China… more

American Depository Receipts (ADRs), Biden Administration, China, Economic Sanctions, Executive Orders

See all updates »

Navigating the Updated SEC Rules for 10b5-1 Plans

On November 13, 2024, during the Practicing Law Institute’s 56th Annual Institute on Securities Regulation, a panel of experts discussed recent disclosure developments for public companies. The main topics of discussion included… more

10b5-1 Plans, Cybersecurity, Disclosure Requirements, Environmental Social & Governance (ESG), Publicly-Traded Companies

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Top 10 Practice Tips: Debt Tender Offers

The following 10 practice points are intended to help you in assisting an issuer with a proposed debt tender offer for cash. Often, issuers of debt securities seek to manage their outstanding obligations through liability… more

Corporate Issuers, Debt Securities, Inter-Bank Offered Rates (IBORs), Libor, Tender Offers

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SEC Streamlines Options for Expiring Confidential Treatment Orders

On March 9, 2021, the Corporation Finance Division of the Securities and Exchange Commission (SEC) updated its guidance in Disclosure Topic No. 7 for preserving confidential treatment of exhibits redacted pursuant to an SEC… more

Confidential Treatment Orders, Disclosure Requirements, Regulation S-K, Securities and Exchange Commission (SEC), Securities Regulation

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Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions… more

Asset-Backed Securities, Conflicts of Interest, Final Rules, Financial Transactions, Regulatory Reform

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SEC Enforcement Annual Report FY2020: Key Takeaways and Trends

On November 2, 2020, the U.S. Securities and Exchange Commission (“SEC”) Division of Enforcement staff published its annual enforcement report for fiscal year 2020. This has been an unprecedented year, including for the SEC’s… more

Annual Reports, Broker-Dealer, Corporate Counsel, Enforcement Actions, Enforcement Statistics

See all updates »

SEC Reporting Issues for Foreign Private Issuers: Bloomberg Tax Portfolio 5507-4th

Portfolio 5507 discusses the securities laws applicable to foreign private issuers that access the U.S. capital markets and the integrated disclosure system… more

Corporate Governance, Disclosure Requirements, Foreign Private Issuers, Form 20-F, Publicly-Traded Companies

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Modification of Intra-Group Debt Instruments

Background. Just as with debt instruments between unrelated parties, the current economic downturn may cause related parties to want to modify the terms of debt instruments existing between them… more

Debt Instruments, Forbearance Agreements, Income Taxes, Modification

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US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange… more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

See all updates »

European Commission Presents “Omnibus” Simplification Package with Amendments to CSRD, CSDDD, CBAM and Taxonomy

On 26 February 2025, the European Commission (“Commission”) published its “Omnibus I” or “Sustainability Omnibus” package as part of its mission to improve the competitiveness of the European Union. The Omnibus Package foresees… more

Carbon Emissions, Corporate Governance, Corporate Sustainability Reporting Directive (CSRD), Disclosure Requirements, Due Diligence

See all updates »

Market Trends 2018/2019: Staff Legal Bulletins No.14I and 14J on Shareholder Proposals

This market trends article discusses Staff Legal Bulletin No. 14I and Staff Legal Bulletin No. 14J of the Divisionm of Corporation Finance of the Securities and Exchange Commission, both of which provide guidance with respect to… more

Board Analysis, Compensation & Benefits, Corporate Governance, Executive Compensation, Micromanagement

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SEC Division of Examinations Risk Alert: New SEC Leadership Continues Focus on Examinations Related to Digital Asset Securities

On February 26, 2021, the US Securities and Exchange Commission’s (“SEC”) Division of Examinations published a risk alert in connection with the offer, sale, and trading of digital assets that are securities. The risk alert… more

Bitcoin, Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT)

See all updates »

SEC Increasingly Turns Focus Toward Strength of Cyber Risk Disclosures

On June 11, 2021, the US Securities and Exchange Commission (“SEC” or “Commission”) announced that it would focus on cybersecurity disclosures made by public companies as part of its regulatory agenda. Given the SEC’s continued… more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

See all updates »

US Banking Regulators Propose Enhanced Supplementary Leverage Ratio Reform

Last week, the US federal banking regulators proposed changes to the enhanced supplementary leverage ratio (“eSLR”) requirement for US global systemically important bank holding companies (“US GSIBs”) (the “Proposal”)… more

Banking Regulators, Banking Sector, Basel III, Capital Markets, Capital Requirements

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy… more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

Capital Markets Insight: How to Know When You Need a Temporary CUSIP Number for Reopenings

If you are involved in issuing or trading securities, you are familiar with CUSIP numbers, the ninedigit alphanumeric codes that identify specific securities in the United States and Canada. What you may not know is that… more

Capital Markets, Compliance, Debt Securities, Disclosure, Financial Markets

See all updates »

SEC Votes on Changes to Shareholder Proposal and Proxy Solicitation Rules

Shareholder Proposal - Rule On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of the… more

Corporate Governance, Proposed Rules, Proxy Solicitations, Proxy Voting, Publicly-Traded Companies

See all updates »

SEC and FinCEN Propose Customer Identification Program Requirements for Certain Investment Advisers

I. INTRODUCTION - On May 13, 2024, the US Securities and Exchange Commission (“SEC”) and the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a joint notice of proposed rulemaking (the… more

Anti-Money Laundering, Compliance, Exempt Reporting Advisers (ERAs), Financial Institutions, Financial Markets

See all updates »

Overhaul of Regulatory Capital Requirements Proposed by US Banking Regulators

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”), and… more

Banks, Capital Requirements, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Ninth Circuit Affirms Dismissal in Stock-Drop Lawsuit, Citing Shareholder’s “Implausible” Scienter Theory

On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core… more

FDA Approval, Food and Drug Administration (FDA), Inflated Projections, Medical Devices, Misleading Statements

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SEC Crypto Task Force Holds Roundtable on Crypto Custody

On March 25, 2025, the Securities and Exchange Commission (“SEC”) held a Crypto Task Force roundtable to explore regulatory considerations surrounding custody of crypto assets through broker-dealers and other financial… more

Broker-Dealer, Cryptocurrency, Digital Assets, FinTech, Investment Adviser

See all updates »

Legal Update: Volcker Rule Revisions Adopted by Agencies

The Federal Deposit Insurance Corporation (“FDIC”) and Office of the Comptroller of the Currency (“OCC”) have finalized revisions to the proprietary trading and compliance program provisions of the Volcker Rule (the “2019… more

Compliance Management Systems, Covered Funds, Derivatives, Exemptions, Financial Markets

See all updates »

SEC Staff Guidance on Liquid Staking Activities

On August 5, 2025, the staff (the “Staff”) of the Division of Corporation Finance (the “Division”) issued new guidance regarding certain Protocol Staking (defined below) activities.  This guidance builds on a May 2025 Staff… more

Blockchain, Cryptoassets, Cryptocurrency, Decentralized Finance (DeFi), Digital Assets

See all updates »

U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and… more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

See all updates »

European Commission Presents “Omnibus” Simplification Package with Amendments to CSRD, CSDDD, CBAM and Taxonomy

On 26 February 2025, the European Commission (“Commission”) published its “Omnibus I” or “Sustainability Omnibus” package as part of its mission to improve the competitiveness of the European Union. The Omnibus Package foresees… more

Carbon Emissions, Corporate Governance, Corporate Sustainability Reporting Directive (CSRD), Disclosure Requirements, Due Diligence

See all updates »

SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”)… more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

SEC Proposes Amendments That Would Place New Cybersecurity Reporting and Disclosure Requirements on Public Companies

On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules to… more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

See all updates »

Debt Restructuring During the COVID-19 Pandemic – Key Tax Considerations

The global COVID-19 pandemic has placed an unprecedented stress on the ability of businesses to service their debt. Certain businesses—such as oil and gas, airlines, cruise lines, hospitality, brick-and-mortar retailers, and… more

Commercial Bankruptcy, Creditors, Debt Instruments, Debt Restructuring, Debtors

See all updates »

Biden Executive Order Calls for Regulatory Proposals on Digital Assets and Central Bank Digital Currency

On March 9, 2022, President Biden signed an executive order titled “Ensuring Responsible Development of Digital Assets” (the “Order”).1 The Order directs a broad range of federal agencies to recommend legislative and regulatory… more

Biden Administration, Bitcoin, Central Bank Digital Currency (CBDCs), Cryptocurrency, Digital Assets

See all updates »

UK Financial Conduct Authority Publishes Finalised Guidance on its Anti-Greenwashing Rule

On 23 April 2024, the UK’s Financial Conduct Authority (“FCA“) published its “Finalised non‑handbook guidance on the Anti‑Greenwashing Rule (FG/24/3)” (the “Guidance“). The FCA has published the Guidance to help in-scope firms… more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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The SEC Brings Another Enforcement Action On Related Party Transaction Disclosures

On March 7, 2024, the Securities and Exchange Commission (the “SEC”) announced that Skechers U.S.A. Inc. (“Skechers”) agreed to a cease-and-desist order for failing to disclose payments for the benefit of its executives and… more

Cease and Desist Orders, Compensation & Benefits, Disclosure Requirements, Enforcement Actions, Executive Compensation

See all updates »

New “Climate Reporting” Laws in California – Emissions and Climate-Related Financial Risk Disclosure Required

Two new bills have been passed in California as part of a “Climate Accountability Package” that require US-based companies “doing business”1 in California to make disclosures about their emissions and climate-related financial… more

California, California Air Resources Board, Climate Action Plan, Climate Change, Corporate Governance

See all updates »

U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and… more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

See all updates »

1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax… more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

See all updates »

Bipartisan Legislation to Strengthen Disclosure Requirements for Foreign Companies Listed on U.S. Exchanges

Recently, a bipartisan bill was introduced in Congress that would require that U.S. listed foreign companies provide U.S. regulators access to accounting records tied to audit reports… more

Audit Reports, Disclosure Requirements, Financial Accounting, Financial Reporting, Foreign Corporations

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US Inflation Reduction Act – Corporate Minimum Tax and Stock Repurchase Excise Tax

If you thought the recent price increase at your neighborhood store was inflation’s last flop, think again. The Inflation Reduction Act (“IRA”), which was signed into law by President Biden on August 16, 2022, is estimated to… more

Alternative Minimum Tax, Biden Administration, Corporate Taxes, Excise Tax, Income Taxes

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Market Trends 2020/21: Brexit Disclosure - A Practical Guidance

This practice note identifies Brexit-related disclosures that offer detailed discussions of its effects, including how Brexit might impact the company, its employees, management, operations, and prospects. The company name, its… more

Disclosure Requirements, Financial Markets, Investment, MD&A Statements, Prospectus

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Maintaining Perspective: Governance and Disclosure Reminders for Public Companies

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the… more

Banks, Capital Formation, Corporate Governance, Disclosure Requirements, Duty of Care

See all updates »

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy… more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

See all updates »

SEC Staff Guidance on Liquid Staking Activities

On August 5, 2025, the staff (the “Staff”) of the Division of Corporation Finance (the “Division”) issued new guidance regarding certain Protocol Staking (defined below) activities.  This guidance builds on a May 2025 Staff… more

Blockchain, Cryptoassets, Cryptocurrency, Decentralized Finance (DeFi), Digital Assets

See all updates »

SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the… more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

See all updates »

Proposed Bad Actor Disqualification Act of 2019 and SEC Statement on Contemporaneous Settlement Offers and Waiver Requests

Last month, Representative Maxine Waters, chair of the House Financial Services Committee, introduced a bill entitled Bad Actor Disqualification Act of 2019 (“proposed bill”). The proposed bill is intended to increase… more

Bad Actors, Financial Services Committee, Financial Services Industry, Legislative Agendas, Proposed Legislation

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SEC Crypto Task Force Seeks Input on Regulatory Framework

On February 21, 2025, Commissioner Hester Peirce released a statement inviting input from interested parties on the regulation of crypto assets.  Commissioner Peirce stated that greater crypto clarity requires the public’s… more

Blockchain, Cryptoassets, Cryptocurrency, Digital Assets, Enforcement Actions

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