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Anna Pinedo is a partner in Mayer Brown’s New York office and a member of the Corporate & Securities practice. She concentrates her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.

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On March 7, 2024, the Securities and Exchange Commission (the “SEC”) announced that Skechers U.S.A. Inc. (“Skechers”) agreed to a cease-and-desist order for failing to disclose payments for the benefit of its executives and their immediate family members.

The SEC found that, from 2019 to 2022, Skechers’ annual reports on Form 10-K and proxy statements

In recent remarks, Commissioner Uyeda addressing the Council of Institutional Investors outlined his concerns regarding several SEC rulemakings.  The members of the Council of Institutional Investors are responsible for combined assets under management of nearly $5 trillion and include state and local government pension plans, among others.  The Commissioner addressed the many rules that have

On March 8, 2024, the House of Representatives passed the Expanding Access to Capital Act, H.R. 2799, which we had previously posted on the blog.

There were several amendments to the Act, including the following:

  • An amendment that clarifies the definition of “general solicitation” and “angel investor” for purposes of the federal securities laws

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial condition, and governance (the “Final Rules”).  The SEC says that “climate-related risks, their impacts, and a public company’s response to those risks can significantly affect

The Securities and Exchange Commission adopted (in a 3-2 vote) final rules related to climate-related disclosures.  These rules had first been proposed in March 2022.  In his opening remarks, SEC Chair Gensler noted that the climate-change related disclosure rules will apply to public companies and to public offerings, and are intended to benefit investors by

The Securities and Exchange Commission’s Investor Advisory Committee will hold a meeting on March 7, 2024, during which it will discuss the SEC’s equity market structure proposals.  The Committee also will consider a recommendation on digital engagement practices (see here), which the Committee had previously discussed.  Finally, the Committee will host a panel regarding

As we anticipate, with some trepidation, this week’s final climate change disclosure rules from the Securities and Exchange Commission, it’s important to remember that those rules will remain only a part of the agency’s ESG agenda. There are several pending proposed rules that touch on ESG issues—mostly in the funds area. Likely it will be

On March 5, 2024, the House will consider capital formation related legislation, H.R. 2799.  This was originally introduced in April 2023 and reported out in July 2023.  It is comprised of 19 separate bills.  The House Financial Services Committee heard testimony on these bills in 2023, access my testimony on several of these bills.

As we previously posted, the Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee met last week to consider changes to the accredited investor definition, which has become a political hot potato.  In remarks to the Committee, Commissioner Uyeda encouraged the Committee to consider a few themes as they contemplated the definition, including not

The SEC announced an open meeting for March 6, 2024 to vote and consider adoption of final climate-related disclosure requirements for public companies. This comes after nearly two years since the SEC first proposed its controversial rules. Based on public statements from SEC representatives, it appears that the SEC will consider rules that do not