Disclosure Requirements

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The Securities and Exchange Commission announced an open meeting to be held on July 26, 2023.  The agenda includes consideration of the final amendments to the rules relating to enhanced and standardized disclosures regarding cybersecurity for public companies.  The amendments were proposed in March 2022 (see our alert on the proposed rules) and were the…

On July 17, 2023, the US Securities and Exchange Commission’s Division of Corporation Finance (“Division”) released another Sample Letter (“Letter”) that outlines the disclosures that the Staff is focused on in relation to companies based or having the majority of their operations in the People’s Republic of China (“China-based Companies”).  Our discussion on the Division’s…

There has been a shift away from the Securities and Exchange Commission’s (“SEC”) traditional approach of encouraging foreign issuers to access the U.S. capital markets by making available certain disclosure, reporting and corporate governance accommodations.  Despite the increased visibility, enhanced access to the U.S. capital markets and other important benefits that foreign (non-U.S. domiciled) issuers…

On 11 July 2023, the European Securities and Markets Authority (ESMA) published a public statement on sustainability disclosure in prospectuses.

The statement is addressed to the National Competent Authorities (NCAs) to promote coordinated action regarding sustainability-related disclosure included in prospectuses under current legislation. While the statement is addressed to NCAs, ESMA have said that its…

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of both expected. It carries with it reputational, regulatory and litigation risks for which companies should be prepared. Whilst the risks…

On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding insider trading arrangements and related disclosures. Specifically, C&DIs 120.26 and 120.27 identify the dates by which companies must first include the new disclosures…

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…