The Securities and Exchange Commission recently announced it will hold an open meeting on January 25, 2022, which will be webcast, in order to consider whether to propose a new rule to implement Section 27B of the Securities Act. This was added by Section 621 of the Dodd-Frank Act, and relates to the prohibition of
Dodd-Frank
SEC Rulemaking Agenda for 2023 Released
On January 4, 2023, the Office of Information and Regulatory Affairs released the Fall 2022 Unified Agenda of Regulatory and Deregulatory Actions, which includes, among other things, the SEC’s semi-annual regulatory agenda. The agenda outlines the SEC’s rulemaking priorities for 2023 and, as noted below, includes a potential proposal on disclosures for resource-extraction issuers and…
Compensation Clawback Listing Standards Requirement: US Securities and Exchange Commission Adopts Final Rules
On October 26, 2022, the US Securities and Exchange Commission (SEC) adopted new Rule 10D-1, 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. Recovery under a…
SEC Open Meeting Announced
The Securities and Exchange Commission (“SEC”) scheduled an open meeting for October 26, 2022 at 10:00 am ET to consider several matters.
The SEC will consider whether to adopt rules to implement Section 10D of the Securities Exchange Act of 1934, which includes “clawback” standards on national securities exchanges, as proposed by the SEC in…
SEC Adopts Pay Versus Performance Disclosure Rule
On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) mandate that requires SEC-reporting companies to disclose in a clear manner the relationship between executive compensation actually paid and the financial performance of…
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 Reopens Clawback Comment Period…Again
On June 8, 2022, the US Securities and Exchange Commission (“SEC”) issued a release (“New Reopening Release“), reopening the comment period on the clawback listing standard rules that it proposed in 2015 (“2015 Proposal“). At the same time, the SEC made available a memorandum prepared by the staff of the SEC’s…
SEC Proposes to Exorcise the Investment Grade Rating Exemption from Regulation M
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…
SEC Proposes Amendments to Schedules 13D and 13G
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…
SEC Proposes Modernization of Beneficial Ownership Reporting: Amendments to Schedules 13D and 13G
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…