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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…

Yesterday, the US Public Company Accounting Oversight Board (“PCAOB”) announced it had secured complete access to inspect and investigate issuer engagements of audit firms headquartered in China and Hong Kong, marking the first time in history that Chinese authorities allowed complete access for inspections and investigations meeting US standards. 

Under the Sarbanes-Oxley Act, the PCAOB…

On December 13, 2022, the staff of the Division of Corporation Finance (“staff”) of the Securities and Exchange Commission (“Commission”) has updated the following Compliance & Disclosure Interpretations (“C&DI”) on Non-GAAP Financial Measures:

  • In old Question 100.01, the staff noted it would be misleading (and a violation of  Rule 100(b) of Regulation G) to present
…

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…

Last week, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission posted a sample comment letter (see the sample letter) in order to provide guidance to reporting companies regarding the types of disclosures that reporting companies should consider to the extent that a filer has been impacted by a…

On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules.  These are included in the Staff’s Proxy Rules and Schedule 14A Compliance and Disclosure Interpretations.  Below, we have reprinted them for convenience.

Question 139.04

Question: A registrant receives director nominations from…

On December 7, 2022, the US Securities and Exchange Commission (SEC) issued a release (New Reopening Release), reopening the comment period on the share repurchase disclosure modernization rule changes that it proposed on December 15, 2021 (Share Repurchase Proposal). At the same time, the SEC made available a memorandum prepared by the staff of the…

The Securities and Exchange Commission announced an open meeting to be held on December 14, 2022 to consider a number of matters, including the final amendments to Rule 10b5-1 under the Securities Exchange Act.  Late last year, the Commission proposed amendments to Rule 10b5-1 and related disclosure obligations for public companies (see our alert available…

On December 2, 2022, Nasdaq received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales of the company shares in the opening auction on the first day of trading on Nasdaq. 

Prior to the rule change, in order for a company to sell…