Securities and Exchange Commission Chair Gensler released a succinct statement on March 12, 2023: “In times of increased volatility and uncertainty, we at the SEC are particularly focused on monitoring for market stability and identifying and prosecuting any form of misconduct that might threaten investors, capital formation, or the markets more broadly. Without speaking to
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
SEC Extends EDGAR Filing Hours for Form 144
The US Securities and Exchange Commission (SEC) requires that Form 144 filings be made electronically via EDGAR, commencing April 13, 2023. Currently, Form 144 may either be mailed to the SEC or submitted electronically via EDGAR. For more information on the electronic filing requirements for Form 144, see our prior blog post.
Redrawing the Lines Between Private and Public
Commissioner Crenshaw’s remarks on January 30, 2023, once again, touched on Regulation D and the private markets. It is understandable that, given companies in the United States have become increasingly reliant on private capital to fuel their growth, a regulator would seek to focus on the private markets. The “how did we get here” part…
SEC Disclosure Issues & Developments for FPIs and Preparing Your 20-F Filing
February 13, 2023 Webinar
12:00 pm – 1:00 pm ET
During this session, Mayer Brown panelists, Brian Hirshberg and Larry Cunningham, will discuss US Securities Exchange Commission (SEC) disclosures, and recent developments for foreign private issuers (FPIs). Additionally, they will cover other areas of focus that should be top-of-mind for companies as…
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…
SEC Re-Proposes Conflict of Interest Rule for Asset Backed Securities
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…
SEC Open Meeting to Consider Conflict Rules
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…
PCAOB Secures Complete Access to Inspect and Investigate Chinese Audit Firms, but SEC Signals Must Remain Vigilant
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…
C&DI Updates on Non-GAAP Financial Measures
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