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Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE
The SEC has withdrawn proposed rules captioned “Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8″. In conjunction therewith the SEC announced “The Commission does not intend to issue final rules with respect to these proposals.”
The SEC also withdrew 13 other proposed rules related to the Division of Investment Management…
The SEC announced today that it will host a roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The roundtable’s agenda and speakers will be disclosed at a later date.
Concurrently with the announcement of the roundtable, SEC Chairman Paul S. Atkins issued a statement regarding the roundtable, including questions for the staff…
Amongst the issues discussed in a Delaware Chancery Court opinion in a case captioned In re Plug Power Inc. Stockholder Derivative Litigation, was whether SEC comment letters formed a basis for a Caremark Claim.
The Company received five comment letters from the SEC between mid-2018 and early 2021. The letters were dated September 5…
The SEC announced that the Commission had voted to end its defense of the rules requiring disclosure of climate-related risks and greenhouse gas emissions.
SEC Acting Chairman Mark T. Uyeda said, “The goal of today’s Commission action and notification to the court is to cease the Commission’s involvement in the defense of the costly and…
The SEC Staff at the Division of Corporation Finance issued a statement which said “It is the Division’s view that transactions in the types of meme coins described in this statement, do not involve the offer and sale of securities under the federal securities laws.”
What types of meme coins were described? “A “meme coin”…
In a settled enforcement action, the Securities and Exchange Commission (“SEC”) charged Shift4 Payments, Inc. (“Shift4”), a payment processing company based in Pennsylvania, with failing to disclose payments made to immediate family members of executive officers and directors as compensation.
Item 404(a) of Reg S-K requires companies describe transactions since the beginning of the last…
On December 17, 2024, the Securities and Exchange Commission (“SEC”) announced that it had settled charges against Ohio-based Express, Inc. (“Express”). The SEC ultimately found that Express violated Sections 13(a) and 14(a) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-15(a), 14a-3, and 13a-9 by failing to disclose all of its former…
Erik Gerding, Director, SEC Division of Corporation Finance, issued a statement to clear up misconceptions following filing of an 8-K disclosing a cybersecurity incident.
According to Mr. Gerding, some companies are under the impression that if they experience a material cybersecurity incident, the SEC’s new rules prohibit them from discussing that incident beyond what was…
