The SEC’s shareholder proposal rule was the subject of a speech by SEC Commissioner Mark Uyeda on June 21, 2023 at the national conference of the Society for Corporate Governance. The speech identifies troubling trends involving the rule and offers several policy solutions. The Commissioner dates the troubles to a 2021 SEC staff decision that
SEC Approves Dodd-Frank Clawback Listing Standards with October 2, 2023 Effective Date
On June 9, 2023, the US Securities and Exchange Commission (“SEC”) approved the clawback listing standards proposed by the New York Stock Exchange (“NYSE”) and The Nasdaq Stock Market (“Nasdaq”), each as required by SEC Rule 10D-1 in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Earlier in June 2023, both the
SEC Releases C&DIs on Compliance with New Insider Trading Disclosures
On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding insider trading arrangements and related disclosures. Specifically, C&DIs 120.26 and 120.27 identify the dates by which companies must first include the new disclosures
Insider Trading Rule Amendments Now in Effect
Amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 are effective today, February 27, 2023.
Unanimously adopted by the US Securities and Exchange Commission (SEC) December of last year, the Rule 10b5-1 amendments, among other things:
- add new conditions to the affirmative defenses to address concerns regarding the use of material nonpublic
Clawback Rule Guidance
In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that fails to adopt and implement a clawback policy.
The Staff of the Division of Corporation Finance has issued Compliance and
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