On December 19, 2023, the Fifth Circuit Court of Appeals vacated the SEC’s share repurchase disclosure rule, which required issuers to: (i) report daily aggregate share repurchase data on a quarterly basis, (ii) indicate if certain directors or officers traded in the relevant securities within four business days of the public announcement of an issuer’s repurchase plan, (iii) provide narrative disclosure regarding the issuer’s objectives or rationales for its share repurchases and any policies and procedures relating to purchases and sales of the issuer’s securities; and (iv) provide quarterly ..read more

On October 10, 2023, the SEC adopted final amendments to Regulation 13D-G and Regulation S-T to modernize the beneficial ownership reporting regime under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the related rules.  The amendments aim to enhance the timeliness, accuracy, and accessibility of information about significant ownership and voting power in public companies. Specifically, the amendments affect filing deadlines, the filing cut-off time, the data format for filings, and the disclosure requirements for Schedule 13D and 13G ..read more

On September 27, 2023, the SEC announced a series of enforcement actions against six officers, directors and major stockholders of public companies, as well as five companies, for repeated failures to report information regarding ownership of and transactions in the companies’ stock.  In an action reminiscent of its 2014 enforcement sweep, the SEC used data analytics to identify individuals who repeatedly failed to make required filings in a timely fashion.  Each of those charged, without admitting or denying the findings, agreed to settlements with the SEC. In particular, the SEC ta ..read more

On August 25, 2023, the SEC issued new compliance and disclosure interpretations (C&DIs) related to (i) the December 2022 Rule 10b5-1 amendments and (ii) the related issuer disclosure requirements.  The full text of the Rule 10b5-1 amendment C&DIs and the issuer disclosure C&DIs is available here and here, and our December 2022 blog post regarding the Rule 10b5-1 amendments is available here. Rule 10b5-1 Amendment C&DIs Rule 10b5-1(c)(1)(ii)(B)(1) provides that the required cooling-off period for directors and officers is the later of 90 days after the adoption of a 10b5 ..read more

As more advisory services, investment companies, and public companies have publicized their Environmental, Social, and Governance (ESG) goals, the U.S. Securities and Exchange Commission (SEC) has proposed a set of new rules intended to create a consistent, comparable, and reliable source of information regarding climate change impacts and sustainability efforts to inform and protect investors while facilitating further innovation in this evolving area. The SEC’s proposed new rules have, however, been met with significant pushback.  SEC Chairman Gary Gensler recently testified before Cong ..read more

While the U.S. Securities and Exchange Commission (“SEC”) has been working on its climate disclosure rulemaking for the past 15 months, the California legislature may end up beating it to the punch.  The SEC first announced its proposed rulemaking to require certain businesses to include climate-related disclosures in their registration statements and periodic reports in March 2022, but the rulemaking process has been slow in light of strong resistance from various stakeholders. However, California introduced its own climate disclosure legislation in February of this year, Senate Bill 253 ..read more

*Timing Update* The New York Stock Exchange (“NYSE”) and Nasdaq filed amendments to their proposed rules requiring that all listed companies adopt adequate clawback policies on executive compensation.[1] Under the amended proposals, these listing standards would become effective on October 2, 2023 and companies would be required to adopt compliant clawback policies on or before December 1, 2023 (60 days after the effective date).[2]  What is the clawback requirement? As required by Section 10D of the Exchange Act, the proposed listing standards require recoupment if incentive compensation ..read more

Key Takeaways: The SEC adopted final rules that seek to modernize and improve disclosures related to stock buyback programs. The enhanced disclosure will require domestic issuers to: Disclose aggregate daily quantitative repurchase data on a quarterly basis; Indicate if certain directors or officers traded in the relevant securities within four business days of the public announcement of an issuer’s repurchase plan; Provide narrative disclosure regarding (i) the issuer’s objectives or rationales for its share repurchases and (ii) any policies and procedures relating to purchases an ..read more

Key Takeaways: Since Friday, March 10, 2023, more than 300 public companies have filed current reports on Form 8-K regarding the closure of Silicon Valley Bank (“SVB”). Company disclosure in these 8-Ks falls essentially into four categories: (i) no commercial relationship with SVB; (ii) minimal commercial relationship with SVB and minimal exposure to deposit risk; (iii) significant commercial relationship with SVB with some deposit/loan risk, not anticipated to be material; and (iv) significant commercial relationship with SVB with deposit/loan risk that is expected to be material. While much ..read more

The SEC’s recent Rule 10b5-1 rulemaking has drawn attention to its efforts to crack down on illegal trading by corporate insiders. (See our related post here.)  But less attention has been paid to part of the rulemaking that will likely impact every public company’s option grant practices. Newly adopted Item 402(x)(2) of Regulation S-K imposes a significant new executive compensation disclosure requirement on public companies. Under new Item 402(x)(2), companies must disclose in their annual reports, on a grant-by-grant basis for the CEO and each other named executive officer, every optio ..read more