Tag Archives: SEC

Key Takeaways:

• The SEC adopted final rules that seek to modernize and improve disclosures related to stock buyback programs. The enhanced disclosure will require domestic issuers to:
  • Disclose aggregate daily quantitative repurchase data on a quarterly basis;
  • Indicate if certain directors or officers traded in the relevant securities within four business days of the public announcement of an issuer’s repurchase plan;
  • Provide narrative disclosure regarding (i) the issuer’s objectives or rationales for its share repurchases and (ii) any policies and procedures relating to purchases and sales of the issuer’s securities;…

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The SEC’s recent Rule 10b5-1 rulemaking has drawn attention to its efforts to crack down on illegal trading by corporate insiders. (See our related post here.)  But less attention has been paid to part of the rulemaking that will likely impact every public company’s option grant practices.

Newly adopted Item 402(x)(2) of Regulation S-K imposes a significant new executive compensation disclosure requirement on public companies.… More

On August 25, 2022, the Securities and Exchange Commission (“SEC”) announced the adoption of amendments to rules relating to executive compensation disclosure. The final rule can be found here. As mandated by Section 953(a) of the Dodd-Frank Act, Item 402 of Regulation S-K was amended to add subsection (v), which requires companies to disclose information depicting the relationship between executive compensation actually paid and the company’s financial performance in annual proxy statements.… More

Key Takeaways:

• The U.S. Securities and Exchange Commission (“SEC”) and U.S. Department of Justice (“DOJ”) have brought the first-ever insider trading actions involving cryptocurrency against a former manager of Coinbase, one of the largest U.S. crypto asset trading platforms, and two tippees for sharing or trading upon confidential information relating to the planned listing of various cryptocurrencies on Coinbase.
• The SEC’s securities fraud charges are based on its longstanding position that certain cryptocurrencies are investment contracts and therefore “securities” subject to the SEC’s jurisdiction.…

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Key Takeaways:

• The U.S. Securities and Exchange Commission’s (SEC’s) Climate and ESG (Environmental, Social, and Governance)Task Force has brought its first two enforcement actions for allegedly misleading ESG-related disclosures by a public company and an investment adviser, respectively.
• The actions reflect the close and continuing focus on ESG by the SEC’s Division of Enforcement (Enforcement); more such actions are virtually certain to follow.
• These cases also underscore the importance for issuers and advisers of mitigating the risk of ESG-related disclosure violations through robust internal controls and careful vetting of public statements about ESG impacts and investments.…

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Key Takeaways:

• The U.S. Securities and Exchange Commission’s (SEC’s) Division of Enforcement (Enforcement) announced that it will nearly double the size of its Crypto Assets and Cyber Unit, making the Unit one of the largest within Enforcement.
• The decision reflects the SEC’s increasing prioritization of cryptocurrency and cybersecurity enforcement.
• Issuers of digital assets, crypto exchanges and lending platforms, and other industry participants should expect more frequent investigations and enforcement actions.…

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Today, the Securities & Exchange Commission voted 3 to 1 in favor of adopting a long-awaited set of proposed revisions to SEC regulations concerning the disclosure of climate risks and related financial impacts, as well as data on greenhouse gas emissions in certain SEC filings. The recommendation to adopt the new set of rules was not unanimous, with Commissioner Hester Peirce voting against the measure, arguing that the new set of rules is at best unnecessary,… More

Don’t forget that new SEC rules went into effect on January 31, 2022 to modernize filing fee disclosure and payment methods for securities transactions. These amendments include moving the fee table from the registration statement cover page to a separate exhibit. Click here to view the new rules.

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With the third quarter coming to a close and year-end reporting just around the corner, public companies should be giving careful thought to the evolving landscape for climate-related disclosures. While it did not promulgate any new rules in 2021 regarding these disclosures, the SEC has been actively commenting on climate change disclosures, and new rules are almost certainly on the way.

Since 2010, the SEC has made clear that its existing disclosure regime requires issuers to assess and,… More

Special purpose acquisition companies (SPACs) have been gaining traction as one of the most popular exit strategies over the last year. They have been pitched as an easier way to go public because of the ease of working with one partner versus the large courting that typically happens with an IPO. But…is it too good to be true? Is this a fad or is it here to stay?



Our webinar panelists provide an overview of what a SPAC is,… More