Cybersecurity in the investment management industry
We’ve blogged multiple times about how you should prepare to transition to the SEC’s new “EDGAR Next” platform (here’s our latest post). We are now in that transition period where some companies are voluntarily enrolling in...more
Given the hubbub over the SEC’s new EDGAR Next, I thought it would be useful to provide a FAQ explaining the rationale for Section 16 to a new director or officer who is unfamiliar with the concept....more
When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more
Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...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
As we approach 2025, we want to remind registrants about several new rules that will impact disclosure for the 2024 Form 10-K and 2025 proxy season, note the 2025 deadlines for filings with the Securities and Exchange...more
Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
New deadlines and obligations for insiders and corporate secretaries are coming up as result of rule changes, including the following: February 27, 2023 - Form 4 reporting for gifts - February 27, 2023 is the...more
Upcoming Changes to Rule 10b5-1: The SEC is seeking to propose four key changes to executive stock trading plans under Rule 10b5-1 in October. Its Chairman, Gary Gensler, reported that the SEC is considering “freshen[ing]...more
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
As noted in our blogpost last week, Gary Gensler, Chair of the U.S. Securities Exchange Commission, has asked the Commission staff to consider updates to Rule 10b5-1 in an effort to “address cracks” in the current insider...more
The SEC staff is providing temporary relief to those affected by COVID-19 regarding Forms 144 submitted for the period from and including April 10, 2020 to June 30, 2020. The Division of Corporation Finance staff will allow...more
Last week the Securities and Exchange Commission filed an enforcement action against nine defendants related to its 2017 discovery that its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system used for receiving...more
The Securities Exchange Commission (“SEC”) has been busy the last couple months on the cyber front. On September 20, the SEC announced a renewed focus on cybersecurity efforts and disclosed that it had been a victim of a...more
It was recently revealed that the Securities and Exchange Commission’s (“SEC”) EDGAR database, which is used by public companies to file official documents, was breached. According to the SEC, trading off of that hacked...more
In testimony last week before the Senate Committee on Banking, Housing and Urban Affairs, SEC Chair Jay Clayton gave us some insight into his thinking about a number of issues, including cybersecurity at the SEC,...more
SEC Chairman Jay Clayton launched a sea of news stories last week when he included the following five sentence in a statement on cybersecurity...more
Equifax CEO Richard F. Smith is out as the fallout continues from the massive cyberbreach of the consumer credit reporting agency that exposed the personal information of as many as 143 million people....more
Food and consumer products conglomerate Unilever’s making a big play for the Asian market with its $2.7 billion deal to buy Carver Korea, a South Korean-based skin care specialist....more
SEC Chairman Jay Clayton issued a public statement on Cybersecurity (the “Clayton Statement”) last week, disclosing a 2016 attack on the SEC’s database of corporate filings. The intrusion exploited a vulnerability in the test...more
As expected, the Fed left interest rates at current levels yesterday, though it hinted at another December rate hike and officially unveiled the start of its bond wind-down next month....more
Recently the SEC announced enforcement actions which highlight the importance of complying with the beneficial ownership reporting requirements under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, or...more
A few days ago the New York Times reported a recent study by three professors at the Haas School of Business at the University of California at Berkley that notes increased insider sales just prior to the EDGAR filing of...more