Michael Hyatte

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On September 25, 2024, the Securities and Exchange Commission announced the settlement of twenty-one enforcement actions related to untimely reports required by Section 13(d) or 13(g) of the Securities Exchange Act, Section 16(a) of the statute, or some combination of the provisions. The twenty-three respondents in the proceedings included thirteen firms, several of which are…

On September 17, 2024, the Securities and Exchange Commission announced cease-and-desist proceedings against eleven institutional investment managers for failure to file reports required by the Securities Exchange Act of 1934. The SEC’s orders require all of the firms to file the reports that Section 13(f) requires from institutional investment managers holding investment discretionary authority over…

Regular visitors to SEC.gov know this already, but the Commission has reformatted and reorganized its website. SEC practitioners everywhere have long recognized the site as an indispensable resource. Users are afforded instantaneous access at no cost to vast amounts of information. First, there is EDGAR, the electronic filing system created in the early eighties under…

On July 1, 2024, the Securities and Exchange Commission adopted rule and form amendments that require issuers of registered index-linked annuities (“RILAs”) to exclusively register their offerings on Form N-4.  The final amendments (“RILA Amendments”) are focused on increasing and simplifying disclosure to RILA investors.  Under the RILA Amendments, Forms S-1 and S-3 under the…

The SEC’s Division of Corporation Finance today published five new Compliance and Disclosure Interpretations, or “C&DIs,” all concerning Item 1.05 of Exchange Act Form 8-K, Disclosure of Cybersecurity Incidents.

New C&DI 104B.05 describes a ransomware attack on a public company ended by a payment to the threat actor before any materiality evaluation of the incident.

Certain Principal Trading Firms, Private Funds, Investment Advisers and Other Market Participants May Become Subject to Registration

On February 5, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules – SEC Rules 3a5-4 and 3a44-2 (collectively, the “Final Rules”) – to further define the phrase “as part of a regular business” used in…