The Securities and Exchange Commission (“SEC”) has issued proposed Rule 192 pursuant to Section 27B of the Securities Act of 1933. Section 27B requires the SEC to issue rules for the purpose of implementing that section’s prohibition against a securitization participant’s entering into a transaction that would involve or result in a material conflict of
Exchange Act
Rule 10b5-1 Amendments: Guidance for Issuers, Insiders, and Financial Intermediaries
January 19, 2023 Webinar
12:00 pm – 1:00 pm ET
Register here.
In December 2022, the Securities and Exchange Commission adopted significant amendments to Rule 10b5-1, which provides, under certain conditions, an affirmative defense to insider trading claims. Issuers and their boards or directors, large stockholders and investment banks that administer trading plans should…
SEC Amendments to Rule 10b5-1 and Related Disclosure Requirements
January 11, 2023 Webinar
3:00 pm – 4:00 pm ET
Register here.
The Securities and Exchange Commission recently approved amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). The SEC had proposed extensive amendments in January 2022, which were the subject of significant comments from market participants. Rule…
SEC Adopts Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability & Related Disclosures
On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations for public companies. The amendments (i) add new conditions to the availability of the affirmative defense to insider trading liability contained in Rule…
SEC Votes to Adopt Amendments to Rule 10b5-1 and Related Disclosure Amendments
At today’s open meeting, the Securities and Exchange Commission voted to approve amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The SEC had proposed extensive amendments in January 2022, which were the subject of significant comment from market participants. The final amendments take into account some of the commenters’ concerns—in particular by…
SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities
With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income securities (the “Rule”), the SEC staff granted some temporary relief in a new no-action letter on November 30. Participants in…
SEC Staff Provides Extension of Relief on Rule 15c2-11
The SEC’s Division of Trading and Markets has issued a no action letter that extends its prior relief as currently provided under “Phase 1” in its prior letter in relation to the application of Rule 15c2-11 to fixed income securities, now providing an extension until January 2025.
See the relief here. A client alert…
SEC Updated Electronic Filing Requirements
On June 3, 2022, the US Securities and Exchange Commission (SEC) updated electronic filing requirements, making it mandatory to submit certain documents to the SEC electronically via EDGAR. Among other documents, this new requirement will apply to Form 144 and to “glossy” annual reports to security holders. The amendments will also require the use of…
SEC Rule Proposal Seeks to Clarify “Dealer” Definition for Persons Engaging in Liquidity-Providing Activities
Proposed Rules Could Require Dealer Registration by Certain Principal Trading Firms, Private Funds, Investment Advisers and Other Market Participants
On March 28, 2022, the US Securities and Exchange Commission (“SEC”) proposed two new rules – SEC Rules 3a5-4 and 3a44-2 (the “Proposed Rules”) – that would further define the phrase “as part of a regular…
New SEC C&DIs Impacting Mergers and Acquisitions
On March 22, 2022, the staff (Staff) of the US Securities and Exchange Commission (SEC) issued six compliance and disclosure interpretations (C&DIs) impacting mergers and acquisitions. Two of the new C&DIs relate to Item 1.01 of Form 8-K. Three of the C&DIs interpret proxy solicitation requirements. One addresses a tender offer issue relating to special…