Dodd-Frank

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The SEC, today, proposed amendments that would remove the investment grade rating exemptions from Rules 101(c)(2) and 102(d)(2) of Regulation M. The Dodd-Frank Wall Street Reform and Consumer Protection Act called for the SEC to review its rules that used credit ratings as an assessment of credit-worthiness and to replace those references with other appropriate…

On February 10, 2022, the Securities and Exchange Commission (the “SEC”) proposed amendments to Schedules 13D and 13G relating to beneficial ownership reports (the “Proposed Amendments”).

The Proposed Amendments are intended to modernize the rules that govern reporting on Schedules 13D and G by, among other things, making information available to the public in a…

On February 10, 2022, the Securities and Exchange Commission proposed amendments to Schedules 13D and 13G relating to beneficial ownership reports.  Section 13D requires disclosure by investors of the accumulation of significant positions in, or of certain increases in such positions in, the equity securities of public companies.  Section 13G requires disclosures by certain passive…

On January 27, 2022, the US Securities and Exchange Commission (SEC) reopened the comment period for the proposed “pay-versus-performance” rules mandated by the Dodd-Frank Act, which would require disclosure of information regarding a company’s executive compensation and the company’s financial performance. The original comment period closed on July 6, 2015.

The compensation discussion and analysis…

On October 14, 2021, the US Securities and Exchange Commission (SEC) issued a release reopening the comment period (Reopening Release) on the clawback listing standard rule that it proposed in 2015 (2015 Proposal). Interested parties may submit comments on any aspect of the 2015 Proposal, as well as on the additional requests for comments raised…

Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the company’s investors. Advance planning, careful drafting and multi-faceted review greatly contribute to a successful proxy and annual report season,…

Effective August 16, 2021, the Securities and Exchange Commission will apply new threshold amounts with respect to the definition of “qualified clients,” raising the starting dollar amounts of the assets-under-management and net worth tests under Rule 205-3 of the Investment Advisers Act of 1940 (“Advisers Act”).

Rule 205-3 allows an investment adviser to charge a…

Today, the Office of Information and Regulatory Affairs released the Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions, which includes the Securities and Exchange Commission’s rulemaking agenda.

The rulemaking agenda identifies short-term and long-term actions to be taken by the SEC.  There are a number of items that are noted in the final rulemaking…

As part of the Securities and Exchange Commission’s amendments to the exempt offering framework, which amendments became effective in March 2021, the SEC, among other things, aligned the bad actor disqualification provisions in Regulation A, Regulation D, and Regulation CF.  Our updated resource provides an overview of the bad actor disqualification provisions applicable in connection…

Today, for the first time as Chair of the Securities and Exchange Commission, Gary Gensler appeared before Congress to provide testimony regarding the market disruptions and volatility witnessed in January 2021 relating to GameStop and other securities.  Chair Gensler identified seven factors contributing to market volatility:  gamification and user experience; payment for order flow; equity…