On February 15, 2023, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) issued Release No. 34-96930 (the “Adopting Release”), containing final rules (the “Final Rules”) that will shorten the standard settlement cycle for broker-dealer transactions in securities from the current two business days after the trade date (“T+2”) to one business day
New Compliance and Disclosure Interpretation Regulates Forward Contracts on Restricted Securities
On June 9, 2022, the staff (“Staff”) of the US Securities and Exchange Commission (“SEC”) added Question 101.01 to its Compliance and Disclosure Interpretations (“C&DI”), addressing forward contracts on restricted securities. The new CD&I clarifies that forward contracts on restricted securities would not be considered “intended to be physically settled” under certain circumstances as discussed
SEC Proposes New Rules on Public Company Cybersecurity Disclosures
On March 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released proposed amendments (the “Proposed Amendments”) aimed at enhancing and standardizing disclosure relating to cybersecurity risks and incidents. Under the existing regulatory framework, neither Regulation S-K nor Regulation S-X expressly requires that cybersecurity risk management procedures, cybersecurity risks or incidents be disclosed. However,
Market Trends 2020/2021: Disclosure on Political Contributions
This practice note discusses market trends on how public companies’ political contributions, or “political spending,” are perceived to be intertwined with environmental, social, and governance (ESG) issues, and provides illustrative; disclosures regarding political contributions. This piece concludes with recommendations on how to prepare and enhance such disclosures.
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Trends in Capital Formation: The SEC’s OASB Annual Report
The SEC’s Office of the Advocate for Small Business Capital Formation (“OASB”) recently issued its 2021 Annual Report (the “Report”), which reviews the capital raising activities of a variety of companies, from startups and emerging businesses to smaller public companies. The OASB, together with the SEC’s Division of Economic and Risk Analysis, provided updated data
SEC Proposes New Rules on Share Repurchase Disclosure
On December 15, 2021, the US Securities and Exchange Commission (the “SEC”) issued proposed amendments to its existing rules regarding disclosures about purchases of an issuer’s equity securities by or on behalf of the issuer or an affiliated purchaser, commonly referred to as “buybacks.” The Proposed Amendments would apply to issuers that repurchase securities registered