At today’s open meeting, the Securities and Exchange Commission voted to approve amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The SEC had proposed extensive amendments in January 2022, which were the subject of significant comment from market participants. The final amendments take into account some of the commenters’ concerns—in particular by
Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets
Last week, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission posted a sample comment letter (see the sample letter) in order to provide guidance to reporting companies regarding the types of disclosures that reporting companies should consider to the extent that a filer has been impacted by a
SEC Staff Provides New Universal Proxy Guidance
On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules. These are included in the Staff’s Proxy Rules and Schedule 14A Compliance and Disclosure Interpretations. Below, we have reprinted them for convenience.
Question 139.04
Question: A registrant receives director nominations from
SEC to Consider Rule 10b5-1 Amendments
The Securities and Exchange Commission announced an open meeting to be held on December 14, 2022 to consider a number of matters, including the final amendments to Rule 10b5-1 under the Securities Exchange Act. Late last year, the Commission proposed amendments to Rule 10b5-1 and related disclosure obligations for public companies (see our alert available
SEC Staff Provides Extension of Relief on Rule 15c2-11
The SEC’s Division of Trading and Markets has issued a no action letter that extends its prior relief as currently provided under “Phase 1” in its prior letter in relation to the application of Rule 15c2-11 to fixed income securities, now providing an extension until January 2025.
See the relief here. A client alert
Top 10 Practice Tips: Registered Direct Offerings
This practice note provides practical guidance for counsel working on a registered direct offering (“RDO”). An RDO is a public offering of securities sold on a best efforts basis by a placement agent engaged by an issuer to introduce the issuer to potential investors. An RDO is generally targeted to a select number of accredited
New Edition of Exempt & Hybrid Securities Offerings Book
The fourth edition of Exempt and Hybrid Securities Offerings, which is a three-volume treatise, that provides comprehensive guidance on structuring exempt and hybrid securities offerings was recently published by the Practising Law Institute.
Updating the treatise (which was last updated in 2017) was a chore, given it is about 4,000 pages of content and
SEC Adopts Pay Versus Performance Disclosure Rule
On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) mandate that requires SEC-reporting companies to disclose in a clear manner the relationship between executive compensation actually paid and the financial performance of
SEC Releases Strategic Plan for Comment
The Securities and Exchange Commission recently released for comment a draft strategic plan for fiscal years 2022 to 2026. In the accompanying message from Chair Gary Gensler, the Chair notes that the strategic plan focuses on the following three objectives: protecting working families against fraud, manipulation, and misconduct; developing and implementing a robust regulatory framework
SEC Staff Universal Proxy Compliance and Disclosure Interpretations
On August 25, 2022, the Staff of the Securities and Exchange Commission (SEC) issued three Compliance and Disclosure Interpretations (C&DIs) (see the Proxy Rules and Schedules 14A/14C), 139.01, 139.02 and 139.03. The C&DIs, which relate to the universal proxy rule, Rule 14a-19, address proxy contests and disclosure of the proxy notice deadline when