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Securities Alert – New Disclosure in Upcoming SEC Filings

The SEC has adopted a number of substantive new rules that will require new disclosures as soon as December 18, 2023 for material cybersecurity incidents on Form 8-K.

Securities Alert – The SEC Adopts Amendments to Beneficial Ownership Reporting

On October 10, 2023, the SEC adopted final rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. These sections, along with Regulations 13D and 13G, require an investor who beneficially owns more than 5% of a covered class of equity securities to publicly file either a Schedule 13D (investors with control intent) or a Schedule 13G (investors without a control intent).

Securities Alert – SEC Approves Public Company Cybersecurity Disclosure Requirements

The rule, proposed in March 2022, includes requirements about current disclosure of material cybersecurity incidents, and periodic disclosures about a registrant’s processes to assess, identify, and manage material cybersecurity risks.

Securities Alert – The SEC Adopts New Buyback Disclosure Rules

Given the expected increase in scrutiny of issuer buybacks, we recommend that companies consider taking some or all of the actions noted in this Alert before the fourth quarter of this year.

Securities Alert – SEC Adopts New Disclosure Requirements for “Pay Versus Performance”

Set to go into effect on October 11, 2022, new Item 402(v) requires companies to make these disclosures in proxy statements and information statements for fiscal years ending on or after December 16, 2022, thus greatly impacting the 2023 proxy season.

Securities Alert – SEC Proposed Rule Amendments to Modernize Beneficial Ownership Reporting

This proposal represents the most significant alterations to the rules governing beneficial ownership reporting since their adoption.

Securities Alert – SEC Adopts Amendments to Update Electronic Filing Requirements

The SEC recently announced amendments to update electronic filing requirements through the EDGAR system for certain documents that previously were permitted to be filed or submitted in paper format.

Securities Alert – SEC Adopts Universal Proxy Cards

On November 17, 2021, the Securities and Exchange Commission (SEC) adopted new Rule 14a-19 and amendments to existing rules affecting the procedure for director elections.

Securities Alert – ESG Shareholder Proposals More Likely After Issuance of a New Staff Legal Bulletin

The Staff of the SEC’s Division of Corporation Finance (Staff) significantly changed guidance on shareholder proposals in its recently released Staff Legal Bulletin (SLB) 14L.

Securities Alert – NYSE Proposes Change to How Abstentions Are Counted

In late September 2021, the NYSE filed a proposal with the SEC to amend Section 312.07 of its Listed Company Manual to change how a company calculates the number of votes need to approve action subject to that section “in accordance with its own governing documents and any applicable law.”

Securities Alert – Recent Amendments That Are Now Applicable to Upcoming Annual Reports On Form 10-K

Now that the amendments adopted last year are applicable, calendar year reporting companies will need to update their disclosures in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of their upcoming annual reports on Form 10-K

Securities Alert – NYSE Approves Amendments to Related Party Transaction Requirements

NYSE amends its related party transaction rule for the second time in less than 5 months.

Securities Alert – NASDAQ Board Diversity Proposal Approved By the SEC

On August 6, 2021, the SEC approved Nasdaq’s board diversity proposal set forth in Rules 5605(f) and 5606 of the Nasdaq Listing Rules.

Securities Client Alert – NYSE Approves Amendments to Related Party Transaction Requirements

The SEC approved amendments to the NYSE’s Listed Company Manual, revising the requirements for related party transactions in Section 314.00.

Securities Alert – Rule Changes the SEC is Considering, Including Revisiting Recently Amended Rules

The SEC Chair has identified several areas of focus (10b5-1 plans, climate change, human capital management and cybersecurity risk governance among others), while also asking the SEC staff to revisit a number of recently amended rules (proxy voting advice, the integration framework for exempt offerings, the accredited investor definition and resource extraction rules).

Securities Alert – New Securities Rules Take Effect to Improve Exempt Offerings

Amendments recently took effect to “address gaps and complexities in the exempt offering framework that impede access to capital for issuers and access to investment opportunities for investors.”

Securities Alert – SEC’s Focus on Climate and Other ESG Disclosures

One of the primary focuses of the SEC going forward will be to review climate and other ESG disclosures, develop new guidance and possibly new rules related to these topics, and more aggressively enforce the rules that relate to climate and other ESG topics.

Securities Client Alert – SEC Adopts Final Rules for the Disclosure of Payments by Resource Extraction Issuers

The SEC adopted final rules requiring resource extraction issuers that file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 to include payments made to a foreign government or the Federal Government for the purpose of the commercial development of oil, natural gas, or minerals in annual reports.

Securities Alert – SEC Facilitates Use of Electronic Signatures

The SEC adopted amendments to Rule 302(b) that will allow reporting companies to make SEC filings (periodic and current reports and registration statements) with electronic signatures.

Securities Client Alert – SEC Proposes Conditional Exemption for Finders of Investors in Private Offerings

The SEC proposed a conditional exemptive order from broker registration requirements for “finders” who assist issuers in finding accredited investors in a private securities offering. This is an area that has needed clarity for quite some time.