We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked questions on the new rules.Continue Reading FAQs on the SEC’s Newly Adopted Amendments to Rule 10b5-1 Trading Plans and Related Disclosures
Recent SEC Comment Letter of Interest Regarding Whether a Digital Currency is a Security Under Section 2(a)(1) of the Securities Act
Subscribers to our blog know that we monitor EDGAR for new SEC comment letters and enjoy bringing attention to the more interesting ones. In today’s blog post, we bring your attention to a recent SEC comment letter exchange where the registrant (a trust) was asked to provide a legal analysis that a specific digital asset (in this case, ZEN) was not a “security” under Section 2(a)(1) of the Securities Act. In response to the comment, the letter attached as an exhibit a memorandum of counsel analyzing ZEN under the federal securities laws.Continue Reading Recent SEC Comment Letter of Interest Regarding Whether a Digital Currency is a Security Under Section 2(a)(1) of the Securities Act
ABA Committee Submits Letter to SEC Requesting 15c2-11 Relief for Fixed Income Securities
Rule 15c2-11 under the Securities Exchange Act of 1934 (Exchange Act) governs when dealers can publish quotations for securities. In September 2020, the U.S. Securities and Exchange Commission (SEC) amended the rule prohibiting them from publishing quotes when current information about the issuer isn’t publicly available. In 2021, the Staff in the Division of Trading and Markets issued a no-action letter (the No-Action Letter) that clarified its position that Rule 15c2-11 applies to all securities, including fixed-income securities as well as equity securities, but provided limited-time relief for fixed income securities that were offered under Rule 144A. This limited relief will expire on January 3, 2023, which means market practice for private Rule 144A issuers will be significantly impacted.
Continue Reading ABA Committee Submits Letter to SEC Requesting 15c2-11 Relief for Fixed Income Securities
Watch On-Demand | Effective Strategies in Preparing SEC’s Pay versus Performance Disclosure
Watch the recording of our latest webinar, Effective Strategies in Preparing SEC’s Pay versus Performance Disclosure. To gain access, please click here.Continue Reading Watch On-Demand | Effective Strategies in Preparing SEC’s Pay versus Performance Disclosure
Register Now | Society for Corporate Governance: Southeastern Chapter Fall Conference & Annual Meeting
We are looking forward to presenting at the Society for Corporate Governance: Southeastern Chapter Fall Conference & Annual Meeting. Kevin will speak on a panel titled, “SEC Updates: What’s Hot for Corp Fin and Enforcement?” with Dave Brown, Supervisory Archivist at United States Securities and Exchange Commission; Jason Outlaw, Senior Associate in Securities Litigation Group at Alston & Bird LLP and Mellissa Campbell Duru, Vice Chair of ESG practice at Covington & Burling LLP (moderator). Sehrish will moderate a panel titled, “Tackling Governance and Disclosure Challenges in ESG” with Stefanie Holland, Director of Government Affairs at Qualcomm.
Continue Reading Register Now | Society for Corporate Governance: Southeastern Chapter Fall Conference & Annual Meeting
Key Considerations for Developing New SEC Pay versus Performance Disclosure
As proxy preparation season approaches, the Securities and Exchange Commission (SEC)’s new pay versus performance (PVP) disclosure rules will present new and unique challenges for many public companies.
Continue Reading Key Considerations for Developing New SEC Pay versus Performance Disclosure
Climate Disclosure Risks Ahead of Pending SEC Rules
I recently provided insight for a Bloomberg Law article on how publicly traded companies can prepare to disclose their climate and environmental risks ahead of impending, new Securities and Exchange Commission (SEC) rules.
Continue Reading Climate Disclosure Risks Ahead of Pending SEC Rules
Reverberations Felt from SEC’s SPAC Proposal Even Before Rules Are Adopted
In March 2022, the Securities and Exchange Commission (SEC) proposed sweeping new rules to regulate the disclosures and liabilities associated special purpose acquisition companies (SPACs). The proposing release is available here. The proposals were aimed at enhancing disclosures and liabilities in connection with SPAC IPOs as well as the subsequent business combinations (De-SPAC Transactions) between SPACs and private operating companies.
Continue Reading Reverberations Felt from SEC’s SPAC Proposal Even Before Rules Are Adopted
Updates to Human Capital Disclosure Requirements
I recently authored an article highlighting the latest updates in human capital disclosure requirements for public companies since the Securities Exchange Commission (SEC) imposed new requirements in late 2020.
While public companies were historically only required to disclose their gross headcount as it relates to human capital, the 2020 changes added a broader requirement that companies include in their filings a description of their human capital resources, which includes any human capital measures or objectives that the company’s management team focuses on when running the business.Continue Reading Updates to Human Capital Disclosure Requirements
SEC Announces Spring 2022 Rulemaking Agenda
On June 22, the Securities and Exchange Commission (SEC) released the latest edition of its Reg Flex Agenda, which is essentially the rulemaking calendar for the next year or so. Perhaps the most surprising takeaway is the climate rule is scheduled to be adopted as early as October 2022. While the schedules may likely shift during the internal rule drafting process, the agenda is helpful as it provides a sense of the SEC’s priorities and pipeline.
Continue Reading SEC Announces Spring 2022 Rulemaking Agenda