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In another special purpose acquisition company (“SPAC”) related enforcement action, on December 21, 2021, the US Securities and Exchange Commission (“SEC”) issued an order instituting cease-and-desist proceedings (“Order”) against a Nasdaq-listed electric vehicle truck manufacturing company that went public through a combination with a SPAC (“Company”).  The Company’s initial business combination was consummated in June…

On December 15, 2021, the US Securities and Exchange Commission (the “SEC”) issued proposed amendments to its 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 Proposed Amendments would apply to issuers that repurchase securities registered…

On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations for public companies. The proposal would (i) add new conditions to the availability of the affirmative defense to insider trading liability contained in…

During its meeting on June 10, the Securities and Exchange Commission’s Investor Advisory Committee held a panel discussion regarding 10b5-1 plans, welcoming three market participants and academics.  As we previously blogged, SEC Chair Gary Gensler asked for recommendations for the Commission’s consideration on how to “freshen up Rule 10b5-1.”

Dr. Dan Taylor, Associate…

On May 19, 2021, the Securities and Exchange Commission (“SEC”) approved proposed rule changes submitted by The Nasdaq Stock Market LLC (“Nasdaq”) that allow companies to list in connection with a concurrent primary offering.  The approved rule allows a company that has not previously had its equity securities registered under the Securities Exchange Act of…

On September 30, 2020, the Securities and Exchange Commission (SEC) entered a cease-and-desist order against a registrant for failure to disclose approximately $1.7 million in travel-related perquisites and personal benefits provided to named executive officers during 2015-2018. The perquisites included expenses associated with the CEO’s personal use of corporate aircraft and executives’ expenses associated with…

On September 23, 2020, the US Securities and Exchange Commission adopted amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The amendments will generally be effective for shareholders’ meetings to be held on or after January 1, 2022. This Legal Update provides background and details on the amendments and notes practical considerations…

On September 23, 2020, the Securities and Exchange Commission adopted amendments to Exchange Act Rule 14a-8, the shareholder-proposal rule, which we summarize below.

Ownership threshold for submission. The amendments create a range of the amount of a company’s securities required to be held in order to submit a shareholder proposal, permitting shareholders to submit a…

On September 16, 2020, the Securities and Exchange Commission adopted amendments to Exchange Act Rule 15c2-11.  This rule was last amended about thirty years ago.  Rule 15c2-11 prescribes requirements relating to the publication or submission of quotations by broker-dealers in a quotation medium other than a national securities exchange, so OTC markets.  Before a broker-dealer…

The Division of Corporation Finance published Staff Legal Bulletin No. 14J (CF) in order to provide guidance on issues arising under Rule 14a-8 under the Exchange Act.  SLB No. 14J expands on the types of factors that ought to be addressed in a board’s analysis of policy issues arising in connection with a no-action request…