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Securities Regulation Securities Exchange Act of 1934 Publicly-Traded Companies

Paul Hastings LLP

Public Company Watch: Q2 2025

Paul Hastings LLP on

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

Morrison & Foerster LLP

Securities Fraud Claims Based on Short Reports

Is a report by a short seller followed by a stock decline enough to plead securities fraud? This month, the Fourth Circuit considered this issue. In Defeo v. IonQ, Inc., a group of investors sued IonQ, a developer of quantum...more

Allen Matkins

If The Shares Of A Chinese Company Are Delisted, What Happens To Trading In California?

Allen Matkins on

Yesterday's Wall Street Journal includes a story about the possible delisting of shares of Chinese companies.  Shares of companies that are listed, or authorized for listing, on a national securities exchange (or tier or...more

ArentFox Schiff

SEC Expands Accommodations for Reviewing Nonpublic Registration Statements

ArentFox Schiff on

On March 3, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced that it is expanding the accommodations available to issuers submitting nonpublic draft registration statements for staff...more

A&O Shearman

Central District Of California Grants Motion To Dismiss Putative Securities Class Action Against Plant-Based Meat Substitute...

A&O Shearman on

On February 26, 2025, Judge Michael W. Fitzgerald of the United States District Court for the Central District of California granted a motion to dismiss a putative class action against a producer of plant-based meat...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

A&O Shearman

Northern District Of California Grants Motion To Dismiss Securities Fraud Claim Against Ridesharing Company

A&O Shearman on

On January 16, 2025, Judge Trina L. Thompson of the United States District Court for the Northern District of California granted a motion to dismiss a securities action asserting claims under Sections 10(b) and 20(a) of the...more

Foley & Lardner LLP

Does Your Company Discourage Employees from Being Whistleblowers? The SEC May Think So!

Foley & Lardner LLP on

The Dodd-Frank Wall Street Reform and Consumer Protection Act, which was enacted in 2010 in response to the 2008 financial crisis, added protections for whistleblower activity to the Securities Exchange Act of 1934 (“Exchange...more

Mayer Brown

What’s the Deal? – Rule 10b5-1 Plans

Mayer Brown on

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

Stinson - Corporate & Securities Law Blog

SEC Announces Settlement with Express, Inc. for Failure to Disclose CEO Perks

On December 17, 2024, the Securities and Exchange Commission (“SEC”) announced that it had settled charges against Ohio-based Express, Inc. (“Express”). The SEC ultimately found that Express violated Sections 13(a) and 14(a)...more

White & Case LLP

Section 13 and 16 Developments: Lessons Learned from Recent SEC Enforcement Actions

White & Case LLP on

Over the past year, the U.S. Securities and Exchange Commission (“SEC”) has intensified its focus on beneficial ownership reporting under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934 (“Exchange...more

White & Case LLP

Time to Review Whistleblower Provisions: SEC Charges Seven Public Companies with Violation of Whistleblower Protection Rule

White & Case LLP on

On September 9, 2024, the US Securities and Exchange Commission (“SEC”) announced settled charges against seven public companies for violation of the whistleblower protection rule in connection with employment, separation,...more

Cadwalader, Wickersham & Taft LLP

SEC Approves Nasdaq Corporate Governance Rule Amendments to Cure Periods and Phase-In Schedules

On August 26, 2024, the U.S. Securities and Exchange Commission (SEC) issued an order approving  proposed amendments by The Nasdaq Stock Market LLC (Nasdaq) to clarify and modify the phase-in schedules for certain corporate...more

Wilson Sonsini Goodrich & Rosati

SEC Announces Increase in Registration Fee Rates Effective October 1, 2024

On August 20, 2024, the U.S. Securities and Exchange Commission (SEC) announced an increase in the fees that public companies and other issuers will be required to pay to register their securities, from $147.60 per million...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the...more

Wyrick Robbins Yates & Ponton LLP

SEC Adopts Changes to Schedule 13D and Schedule 13G

On October 10, 2023, the Securities and Exchange Commission (the “SEC”) adopted final rules amending Schedules 13D and 13G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to update reporting rules...more

Wilson Sonsini Goodrich & Rosati

Five Reminders for the Form 10-Q

In this blog post, we highlight five reminders that may be useful for issuers preparing and filing quarterly reports on Form 10-Q in the coming weeks....more

Proskauer - Corporate Defense and Disputes

Supreme Court Requires Traceability for Securities Act Claims Arising from Direct Listings

The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Share Repurchase Disclosure Rules

On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted final share repurchase disclosure rules “to modernize and improve disclosure about repurchases of an issuer’s equity securities that are registered...more

Mayer Brown Free Writings + Perspectives

Insider Trading Rule Amendments Now in Effect

Amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 are effective as of February 27, 2023. Unanimously adopted by the US Securities and Exchange Commission (SEC) December of last year, the Rule 10b5-1...more

Foley Hoag LLP - Public Companies & the Law

SEC Amends Rule 10b5-1

In August 2000, the Securities and Exchange Commission (“SEC”) adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, established an affirmative defense to a...more

Sullivan & Worcester

SEC Adopts Amendments to Modernize Rule 10b5-1 Insider Trading Plans and Related Disclosures - Update

Sullivan & Worcester on

On December 13, 2022, the Securities and Exchange Commission unanimously adopted amendments to Rule 10b5-1, imposing new limitations on the ability of insiders to utilize so-called “10b5-1 plans.” 10b5-1 plans are plans to...more

Fenwick & West LLP

SEC Adopts Rule Amendments to Provide Enhanced Disclosure of Rule 10b5-1 Plans and Insider Trading

Fenwick & West LLP on

On December 14, 2022, the U.S. Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements designed to enhance investor...more

Mayer Brown Free Writings + Perspectives

SEC Votes on Changes to Shareholder Proposal and Proxy Solicitation Rules

Shareholder Proposal - Rule On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of...more

Kohrman Jackson & Krantz LLP

SEC Efforts to Modernize Beneficial Ownership Reporting Don’t Go Far Enough

OVERLAP IN THE SECURITIES ACT OF 1934 - The Securities and Exchange Commission (SEC) presides over two separate beneficial ownership reporting schemes under Sections 13 and 16 of the Securities Exchange Act of 1934....more

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