News & Analysis as of August 12, 2025

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

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SEC Announces One Year Delay in Filing Obligations under Rule 13f-2 and Corresponding Form SHO

Foley Hoag LLP on 2/17/2025

On October 13, 2023, the Securities and Exchange Commission (the “SEC”) adopted Rule 13f-2 and related Form SHO pursuant to the Securities Exchange Act of 1934. Rule 13f-2 requires that any party meeting the definition of...more

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

Cooley LLP on 2/17/2025

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

SEC files complaint against Elon Musk alleging violation of Section 13(d)

Cooley LLP on 1/17/2025

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

What’s the Deal? - Rule 10b5-1 Plans

Mayer Brown Free Writings + Perspectives on 1/15/2025

Here’s the deal: • A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more

Recyclable K-Cups: Investors Beware?

Bass, Berry & Sims PLC on 9/16/2024

On September 10, the Securities and Exchange Commission (the Commission or SEC) charged Keurig Dr Pepper Inc. (Keurig) for making inaccurate statements about the recyclability of its K-Cup single-use beverage pods. Without...more

Top 5 SEC Developments for July 2023

Morrison & Foerster LLP on 8/15/2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more

U.S. SEC Adopts Share Repurchase Disclosure Rules

Morrison & Foerster LLP on 5/16/2023

On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more

Expanded Liability for Companies Under The SEC's Proposed Climate Disclosure Rule

Vinson & Elkins LLP on 4/22/2022

On March 21, the Securities and Exchange Commission released its much-anticipated proposed climate disclosure rule that would require public issuers to provide certain climate-related information in their public filings. ...more

SEC Signals Heightened Scrutiny Of Issuer/Analyst Communications And More Reg FD Enforcement

Goodwin on 3/22/2021

On March 5, 2021, the U.S. Securities and Exchange Commission filed an enforcement action in the U.S. District Court for the Southern District of New York charging AT&T with repeated violations of Section 13 of the Securities...more

Blog: Can You Raise Money From Investors Who Are Not “Accredited Investors”?

Cooley LLP on 3/16/2021

A question I receive frequently from entrepreneurs raising capital for the first time is whether they can raise money from people who do not meet the SEC definition of “accredited investors.” The easy answers are “you...more

Divided SEC Votes To Propose “Finder” Exemption From Broker Registration

Goodwin on 10/12/2020

On October 7, 2020, the U.S. Securities and Exchange Commission (“SEC”) voted 3-2 to propose a conditional exemption (“Exemption”) to permit natural persons to engage in limited securities activities as “finders” on behalf of...more

SEC Chairman Calls for Legal Bulletin on EMMA Disclosures

King & Spalding on 8/30/2019

Is information posted on EMMA subject to greater scrutiny under the antifraud provisions of the federal securities laws than when posted only on an issuer’s website?...more

Schedule 13D and 13G Website Posting

Snell & Wilmer on 6/21/2019

Over the years, company websites have become an increasingly important source of information for investors. In the investor relations section of their websites, companies often include, or link to, information regarding...more

SEC Issues New Cybersecurity Guidance; Makes Clear that Cybersecurity Disclosures Are Part of Existing SEC Requirements - Guidance...

Holland & Knight LLP on 2/26/2018

On Feb. 21, 2018, the Securities and Exchange Commission (SEC) issued interpretive guidance on its expectations for corporate disclosures on cybersecurity risks. The guidance delineates where it believes existing SEC rules...more

Investment Services Regulatory Update - November 2017

Vedder Price on 11/21/2017

New Rules, Proposed Rules, Guidance and Alerts - SEC STAFF GUIDANCE AND ALERTS - SEC Staff Issues No-Action Letters to Facilitate Cross-Border Compliance with the Research “Unbundling” Provisions of the European...more

U.S. SEC Proposes Liquidity Risk Management Programs, Optional “Swing Pricing,” and Liquidity Reporting for Mutual Funds and...

K&L Gates LLP on 10/26/2015

On September 22, 2015, the Securities and Exchange Commission (“SEC”) proposed a new rule and amendments to rules and reporting forms under the Investment Company Act of 1940 (the “1940 Act”), designed to standardize...more

SEC Approves Final Rules for Pay Ratio Disclosure

Holland & Knight LLP on 8/26/2015

The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more

New SEC Guidance Regarding Social Media; Proposed Clarifications to Delaware Law for Mergers Following a Tender Offer; Change in...

Davis Wright Tremaine LLP on 5/14/2014

Social media is becoming a desirable tool for companies to communicate with their shareholders and potential investors. Over the last few years, the Securities and Exchange Commission (“SEC”) has issued guidance on how SEC...more

From Facebook to FD: SEC Releases Guidance on Use of Social Media

Bracewell LLP on 4/8/2013

On April 2, 2013, the Division of Enforcement of the U.S. Securities and Exchange Commission released guidance on the use of social media to disseminate material, nonpublic information under Regulation FD (Fair Disclosure)....more

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