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Publicly-Traded Companies Securities Regulation Safe Harbors

Woodruff Sawyer

The Corporate Guidance Tightrope: Balancing Transparency & Risk

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For US-listed public companies, issuing corporate guidance can feel routine—until it isn’t. One overly rosy forecast or offhand comment on an earnings call can turn into plaintiffs’ or regulators’ Exhibit A. For companies...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 Edition

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Quarles & Brady LLP

The SEC Issues Final Climate Disclosure Rules for Public Companies, but Legal Challenges are Pending

Quarles & Brady LLP on

On March 6, 2024, the Securities and Exchange Commission (SEC) finalized its long-awaited climate disclosure rules on a party-line 3-2 vote. The new rules have been significantly watered down from the SEC’s March 21, 2022...more

WilmerHale

Getting Ready for Amended Rule 10b5-1 and Other New SEC Requirements Relating to Insider Trading

WilmerHale on

In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more

Holland & Knight LLP

A Closer Look at the Rule 10b5-1 Amendments Adopted by the SEC

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The U.S. Securities and Exchange Commission (SEC), in a rare unanimous vote, adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements to enhance investor...more

Womble Bond Dickinson

SEC Adopts New Rule 10B-5 Insider Trading Requirements

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On December 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted new rules (i) implementing additional conditions for insiders to rely on the affirmative defense for Rule 10b5-1 trading plans (“10b5-1 plans”)...more

Dorsey & Whitney LLP

SEC Amends Insider Trading Safe Harbor and Requires New Disclosures to Address Insider Trading Risks

Dorsey & Whitney LLP on

On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, the safe harbor that allows directors, executive officers and others, including issuers, to engage in securities transactions while in possession of...more

Woodruff Sawyer

Forward-Looking Statements Disclaimers: Practical Advice for Management Teams and Companies

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Forward-looking statements⁠—statements that evidence management’s beliefs about what the future holds—can be valuable to analysts and investors. They are also very interesting to plaintiffs’ attorneys, especially if those...more

Jones Day

SEC Threatens to Slap SPACs

Jones Day on

The use of SPACs has reached unprecedented levels, but recent pronouncements from the SEC may signal heightened enforcement and litigation risk for SPACs, as well as their sponsors, officers and directors, and auditors. The...more

Mayer Brown Free Writings + Perspectives

SPACs, IPOs and Liability Risk under the Securities Laws

Acting Director of the Securities and Exchange Commission’s Division of Corporation Finance, John Coates, provided additional comments on SPACs on April 8, 2021.  Acting Director Coates noted the “unprecedented surge” in SPAC...more

Proskauer Rose LLP

SEC Amends Rules to Facilitate Capital Raising in Private Offerings

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On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D...more

Mayer Brown Free Writings + Perspectives

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

Robins Kaplan LLP

Financial Daily Dose 2.7.2020 | Top Story: Credit Suisse CEO Tiam Out in Wake of Corporate Spying Scandal

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Credit Suisse’s CEO Tidjane Thiam is out, to be succeeded next week by longtime company vet Thomas Gottstein. Thaim appeared to have ridden out the corporate spying scandal involving a former employee last year, and he had...more

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