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Securities and Exchange Commission (SEC) Securities Beneficial Owner

SEC Compliance Consultants, Inc. (SEC³)

February and March 2025 Regulatory Roundup

SEC Clarifies Marketing Rule, Warms up to Crypto and Private Placements under 506(c), and Backs off Form SHO; Latest Lessons from EXAMS: Duty of Care and Risk Identification Failures - Welcome to our February and March 2025...more

SEC Compliance Consultants, Inc. (SEC³)

SEC Delivers its Enforcement Report, Industry Says Goodbye to SEC Chair Gensler, and Lessons on Third-Party Transfers and...

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

Morris, Manning & Martin, LLP

Securities & Corporate Governance Q4 2024 Quarterly Newsletter

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

Cohen & Gresser LLP

Upcoming Changes to Schedule 13G Reporting

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So long ago that it may have slipped from memory, the U.S. Securities and Exchange Commission (“SEC”) adopted changes to the regime for reporting beneficial interests in publicly traded equity securities on Schedule 13G. The...more

Seward & Kissel LLP

SEC Settles Charges with a Publicly Traded Company and its Controlling Shareholder for Not Disclosing Pledge of Company’s...

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Who may be interested: Board of Directors; Registered Investment Advisers; Registered Investment Companies; Broker-Dealers; Transfer Agents; Compliance Staff - Quick Take: The SEC announced that it settled charges against...more

Cohen & Gresser LLP

Second Circuit Says that Insiders Are Still ‘Standing’ to Enforce Short-Swing Trading Under Section 16(b) of the Exchange Act

Cohen & Gresser LLP on

On June 24, 2024, the U.S. Court of Appeals for the Second Circuit decided Packer ex rel. 1-800-Flowers.com, Inc. v. Raging Capital Management, LLC, reversing a district court decision that had held that a shareholder...more

Bass, Berry & Sims PLC

SEC Adopts Amendments to Modernize Beneficial Ownership Reporting

On October 18, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting to “require market participants to provide more timely information on their positions...more

Morrison & Foerster LLP - Left Coast Appeals

This Week At The Ninth: Exemption From Exchange Act Liability

This week, the Ninth Circuit addresses the requirements for invoking a regulatory exemption to liability under Section 16(b) of the Securities Exchange Act of 1934. ROTH v. FORIS VENTURES, LLC - ...more

Proskauer Rose LLP

SEC Strengthens Regulation 13D-G Rules for Beneficial Ownership Reporting

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On October 10, 2023, the Securities and Exchange Commission adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The adopting release...more

Vinson & Elkins LLP

Shorter Schedule 13D and Schedule 13G Filing Deadlines and New Guidance: SEC Adopts Final Rules Amending Beneficial Ownership...

Vinson & Elkins LLP on

On October 10, 2023, the Securities and Exchange Commission (“SEC”) adopted amendments to the rules governing beneficial ownership1 reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the...more

Bracewell LLP

SEC Modernizes Beneficial Ownership Reporting

Bracewell LLP on

On October 10, 2023, the Securities and Exchange Commission (the Commission) adopted amendments to modernize the rules governing beneficial ownership reporting. The amendments shorten the deadline for initial and amended...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Final Rules Amending Beneficial Ownership Reporting Requirements

On October 10, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules amending beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act...more

White & Case LLP

Change of Control Clauses in High Yield: What You Need to Know

White & Case LLP on

European Leveraged Finance Client Alert Series: Issue 4, 2019 - Most high yield indentures contain a "Change of Control" clause that relates to changes in the beneficial ownership of the issuer. We provide an overview of...more

Stinson - Corporate & Securities Law Blog

SEC Targets Lapses in Ownership Reporting in Battles for Corporate Control

The SEC has recently announced settlement of enforcement actions targeting violations of beneficial reporting requirements under Section 13(d) of the Act. In one of the most recent actions (available here), the SEC’s...more

Ballard Spahr LLP

Investment Management Update

Ballard Spahr LLP on

SEC Issues Guidance on Mutual Fund Fee Structure - The Securities and Exchange Commission’s (SEC) Division of Investment Management recently issued a guidance update addressing disclosure issues and certain procedural...more

Ballard Spahr LLP

Investment Management Update

Ballard Spahr LLP on

Investment Adviser AXA Wins Excessive Fee Trial - A federal judge in New Jersey has ruled in favor of AXA Equitable Life Insurance Company (AXA Equitable) and its wholly owned subsidiary, AXA Equitable Funds Management...more

Goodwin

Waivers of Ownership Limitation Provisions in REIT Charters

Goodwin on

I. Why Do REITs Have Ownership Limits in the First Place? - Ownership limitation provisions are designed primarily to protect one of a REIT’s most valuable assets – its status as a REIT under the federal income tax...more

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