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Public Companies and Securities

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The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and annual reports. The final rules will require information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely…

The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval.  The SEC approved the change on an accelerated basis.

Section 312.03(b)(i) of the NYSE’s Listed Company Manual provides that shareholder approval is required prior to the issuance of common stock…

The SEC issued a staff report on the accredited investor definition. The Dodd-Frank Wall Street Reform and Consumer Protection Act directs the Commission to review the accredited investor definition as it relates to natural persons every four years to determine whether the definition should be modified or adjusted.  The Staff previously reviewed the definition in…

Both the NYSE and Nasdaq have issued proposed clawback rules in connection with SEC Rule 10D-1.

NYSE

The NYSE proposes to comply with Rule 10D-1 by adopting proposed new Section 303A.14 of the Listed Company Manual. Proposed Section 303A.14 is designed to conform closely to the applicable language of Rule 10D-1 and requires an issuer…

The SEC has adopted final amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. The amendments:

  • Add new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1), including cooling-off periods for directors, officers, and persons other than issuers;
  • Create new disclosure requirements regarding issuers’ insider trading policies and procedures

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The SEC has adopted rules to require securities exchanges to adopt listing standards that require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. The final rules require a listed issuer to file the policy as an exhibit to its annual…