Episode 377 -- Refocusing Due Diligence on Cartels and TCOs
FCPA Compliance Report: Death of CTA
The Terminator: The QPRT as a Wealth Transfer Strategy and CTA Updates
RoboCop: Overview of Corporate Basics and Compliance Filings
The Corporate Transparency Act
John Wick - What You Need To Know about the Corporate Transparency Act
Cannabis Law Now Podcast: Cannabis Companies and the Corporate Transparency Act
Examining FinCEN FAQs, Proposed Legislation and Other CTA Developments
Navigating the Corporate Transparency Act - Payments Pros – The Payments Law Podcast
John Neiman on the Corporate Transparency Act
Webinar: Corporate Transparency Act
What Nonprofit Leaders Need To Know About the Corporate Transparency Act
Navigating Russia Sanctions
What Will the Corporate Transparency Act Mean for Your Business? [More with McGlinchey, Ep. 30]
Gary Kalman on Corruption and Compliance Programs
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
Episode 8 -- The Critical Importance of Beneficial Ownership to Compliance
New register of beneficial ownership of UK real estate
FCPA Compliance Report-Episode 341, Brian Alster on the Problem of Beneficial Ownership
On July 11, the SEC’s Division of Corporation Finance amended 18 Compliance and Disclosure Interpretations relating to Regulation 13D-G, which pertains to beneficial ownership reporting rules. These amendments bring the...more
On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more
The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders....more
As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more
On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more
The SEC’s Division of Corporation Finance recently issued new guidance regarding when shareholders can file beneficial ownership reports on Schedule 13G. While the 11 February 2025 Compliance and Disclosure Interpretation...more
The SEC Staff recently issued new guidance (C&DI 103.12) on how a shareholder’s engagement with a company’s management could disqualify the shareholder from using the SEC’s short-form Schedule 13G....more
On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more
On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11...more
This legal update summarizes (a) the reporting requirements under Section 13(d), (f), (g) and (h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are generally applicable to persons that own or...more
On February 8, 2024, the SEC adopted its third set of amendments to Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds. The amendments specifically affect Sections 1 and 2...more
On January 14, 2025, the U.S. Securities and Exchange Commission (the “SEC”) sued Elon Musk over his 2022 acquisition of Twitter, Inc. stock and alleged failure to timely disclose a 5% ownership stake in Twitter, as required...more
As we look back on the SEC’s actions in 2024, we wanted to share our thoughts on lessons learned that we believe will carry through to 2025....more
On Tuesday, the SEC filed a complaint in the D.C. federal district court alleging that Elon Musk ignored the Section 13(d) beneficial ownership reporting deadline when, in March 2022, he acquired more than 5% of outstanding...more
Earlier this week, the Securities and Exchange Commission filed a civil complaint in the U.S. District Court for the District of Columbia. The complaint alleges that Mr. Musk in acquiring shares of Twitter failed to file a...more
Welcome to our December 20243 Regulatory Roundup, where we provide practical advice on the latest regulatory headlines. We start this issue with the SEC’s 2024 enforcement results, which fell somewhat short after its 2023...more
This memorandum summarizes key U.S. Securities and Exchange Commission (“SEC”) and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance for both U.S. domestic issuers and for...more
Morris, Manning & Martin, LLP’s Securities & Corporate Governance Quarterly Newsletter is designed to update public and private company clients on recent developments in federal securities laws and corporate governance...more
The following summarizes recent legal developments of note affecting the mutual fund/investment management industry. On October 21, 2024, the SEC Division of Examinations (“EXAMS”) published its annual Examination Priorities...more
The Corporate Transparency Act (CTA) requires all corporations, limited liability companies, limited partnerships, and many other entities created or registered to do business in any U.S. state to file a beneficial ownership...more
On December 18, 2024, new requirements go into effect that mandate the use of the XML format for Schedules 13D and 13G filings with the US Securities and Exchange Commission (SEC). The XML reporting requirements represent the...more
The Corporate Transparency Act (CTA) requires certain domestic and foreign entities, called "reporting companies," to file a beneficial ownership information (BOI) report – which provides information about their owners,...more
On January 1, 2025, business entities in existence prior to January 1, 2024 must file initial beneficial ownership reports with the Financial Crimes Enforcement Network (“FinCEN”) under the federal Corporate Transparency Act....more
On September 25, the SEC announced that it had initiated and simultaneously settled cease-and-desist proceedings against 23 individuals and companies charged with violations of Exchange Act provisions and SEC rules that...more
SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more