Disclosure Requirements

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On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”) to its existing rules (the “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 Amendments require…

On May 3, 2023, the Securities and Exchange Commission voted (3-2) to adopt amendments requiring disclosures related to issuers’ share repurchases.  The amendments that were adopted are different from those that were proposed.  Notably, the amendments require issuers to disclose daily repurchase activities quarterly or semiannually in connection with their periodic filings. 

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On April 28, 2023, the Securities and Exchange Commission announced that it was reopening the comment period for the proposed amendments to modernize the rules governing beneficial ownership reporting filed on Schedules 13D and 13G.  The Staff of the Commission’s Division of Economic and Risk Analysis (DERA) released a memorandum providing supplemental data and analysis…

Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S. securities laws is important, especially in times of heightened uncertainty. This alert focuses on the impact the current volatility may have on disclosures that public companies make…

Public companies should note a recent settlement with the US Securities and Exchange Commission (“SEC”). On March 9, 2023, the SEC announced that Blackbaud Inc. agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for alleged disclosure control failures. This serves as a reminder for public…

The Securities and Exchange Commission recently announced a settlement with Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and founder and former CEO and Chairman, William A. Furman, for (i) failing to disclose perks provided to Furman and certain other Greenbrier executives, and (ii) failing to disclose compensation Furman received from Greenbrier’s use and…

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the capital markets or limitations on money market or commercial paper facilities. Resulting liquidity constraints may entail difficult decisions, including prioritizing the…

Amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 are effective today, February 27, 2023.

Unanimously adopted by the US Securities and Exchange Commission (SEC) December of last year, the Rule 10b5-1 amendments, among other things:  

  • add new conditions to the affirmative defenses to address concerns regarding the use of material nonpublic
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The US Securities and Exchange Commission (SEC) adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy requiring the recovery, or “clawback,” of certain incentive-based executive compensation.  The SEC required the exchanges…