News & Analysis as of

Disclosure Requirements Securities Exchange Act of 1934 Enforcement Actions

Paul Hastings LLP

Public Company Watch: Q2 2025

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This edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning....more

Proskauer - Regulatory & Compliance

SEC Extends Compliance Date for Short Sale Reporting Rule to 2026

On February 6, 2025, the SEC announced that it was providing a temporary exemption from compliance with Rule 13f-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), which establishes a mandatory short reporting...more

Lowenstein Sandler LLP

SEC Charges Public Company with AI Washing

On January 14, 2025, the U.S. Securities and Exchange Commission (SEC) charged Presto Automation Inc. (Presto) with violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 for misleading artificial...more

Pillsbury Winthrop Shaw Pittman LLP

Disclosure of Non-GAAP Financial Measures: Recent SEC Comments and Enforcement Actions

The U.S. Securities and Exchange Commission (SEC) continues to scrutinize adjustments to, and presentation of, non-GAAP financial measures. Recent SEC enforcement actions for allegedly improper and misleading use of...more

Alston & Bird

Macquarie: High Court Declines to Expand Corporate Liability

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The U.S. Supreme Court’s decision in Macquarie v. Moab Partners draws a clear distinction between pure omissions and half-truths. Our Securities Litigation Group explains how the Court resolved a circuit split over public...more

Davis Wright Tremaine LLP

Investment Adviser Expectations in 2024

Like many other industries, Registered Investment Advisers ("RIAs") have dealt with significant regulatory, technological, and systemic change in recent years. Compared to FINRA-regulated entities, RIAs often face these...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - November 2023

...SEC Adopts Amendments to Fund Names Rule - On September 20, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 35d-1 under the Investment Company Act of 1940 (the Fund Names Rule) as well...more

Proskauer Rose LLP

SEC Adopts Amendments to Rule 10b5-1 and Related Disclosure Requirements

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On December 14, 2022, the SEC adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 and added related new disclosure requirements. Rule 10b5-1 provides an affirmative defense to insider trading liability...more

White & Case LLP

Updating Annual Report Risk Factors: Key Developments and Drafting Considerations for Public Companies

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The Annual Report season will soon be upon us, and it is important to assess a company's risk factors at the outset and whether recent developments, including those relating to macroeconomic, geopolitical, and public health...more

Patterson Belknap Webb & Tyler LLP

Notable SEC Decisions: 2022 H1

Each year, the U.S. Securities and Exchange Commission (SEC) publishes its enforcement priorities – a reminder that, although the Division of Examinations (EXAMS) remains committed to monitoring compliance with (and...more

Butler Snow LLP

The SEC – It Just Means More

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The Securities and Exchange Commission (“SEC”) was established by the passage of the Securities and Exchange Act of 1934 following the stock market crash of 1929.sec The Act gave the newly formed SEC power to regulate the...more

A&O Shearman

Southern District Of New York Denies Application For Mootness Fee In Connection With Merger-Disclosure Litigation

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On February 7, 2022, Judge J. Paul Oetken of the United States District Court for the Southern District of New York denied an application by plaintiff’s counsel for attorneys’ fees after plaintiff’s merger-related disclosure...more

Katten Muchin Rosenman LLP

SEC Enforcement Actions Highlight Regulatory Focus on Form CRS and Regulation Best Interest

The importance of investment advisers and broker-dealers to comply with obligations under Regulation Best Interest and Form CRS was highlighted by the recent filing of 27 enforcement actions by the Securities and Exchange...more

Goodwin

SEC Charges SPAC, Sponsor, Target, and CEO Over Misleading Proposed de-SPAC Transaction Disclosures

Goodwin on

On July 13, 2021, the U.S. Securities and Exchange Commission announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed...more

Pillsbury Winthrop Shaw Pittman LLP

The Beginning of the SPAC Enforcement Wave: SEC Makes Example of SPAC for Spacing out on Diligence

Chair Gensler’s enforcement agenda begins to take shape as SEC brings sprawling enforcement action against wide range of SPAC participants. Consistent with prior SEC warnings regarding incentives for Special Purpose...more

King & Spalding

Repairing A “Crack” in Insider Trading Regulation: SEC Rule 10b5-1 Trading Plans Face Increased Scrutiny

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SEC Rule 10b5-1 plans have long provided an effective means for corporate insiders to buy and sell their own company’s securities without fear of civil or criminal insider trading liability, but these plans have come under...more

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