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On February 11, 2025, Mark T. Uyeda, the acting chairman of the Securities and Exchange Commission, took action with respect to The Enhancement and Standardization of Climate Disclosures for Inventors rule, which was adopted by the Commission on March 6, 2024 (the “Rule”).  This statement signals a significant change in the Commission’s position on the…

Seeking to “unleash prosperity through deregulation” and fulfilling a campaign promise, President Trump has signed an executive order to implement a requirement that for every new regulation, ten existing regulations must be eliminated.  The regulation puts the Director of the Office of Management and Budget (the “Director”), in charge of implementing the order. 

The order…

On January 21, 2025, SEC Acting Chairman Mark T. Uyeda launched a crypto task force charged with “developing a comprehensive and clear regulatory framework for crypto assets.”

The SEC acknowledged in the announcement that it “has relied primarily on enforcement actions to regulate crypto retroactively and reactively,” resulting in “confusion about what is legal, which…

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 adopted final rules requiring registrants to disclose material cybersecurity incidents they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy, and governance.

Form 8-K Item 1.05 – Material Cybersecurity Incidents

Required Disclosure

Form 8-K, Item 1.05 provides that if a registrant experiences a cybersecurity incident that…

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…