On December 14, 2022, the SEC unanimously adopted cooling-off periods and other changes to how plans adopted under Rule 10b5-1 (“10b5-1 Plans”) will work going forward. Executive officers and directors of public companies frequently use 10b5-1 Plans to conduct sales of their company’s stock at a time when they have
Rob Evans
UK Capital Markets Developments: The Edinburgh Reforms
By Rob Evans on
Posted in Uncategorized
On December 9th, the UK Government, as part of the Edinburgh Reforms, announced a number of reforms to the UK capital markets landscape. Many of the changes reflect existing post-Brexit governmental findings, following reviews of the financial services regulatory framework.
The Edinburgh Reforms reflect the UK Government’s intent to repeal…
SEC Proposes Climate-Related Disclosure Requirements
By Rob Evans on
Posted in Uncategorized
Earlier this week, the SEC announced proposed rules (Release No. 33-11042) for new, climate-related disclosures. The proposals dramatically expand the requirements of the SEC’s 2010 guidance on climate-related disclosures. While most large companies have been providing some climate-related information as part of ESG reporting in CSR or Sustainability…
SEC Proposes Tighter Cybersecurity Disclosure Requirements
By Rob Evans on
The SEC has proposed rules (Release No. 33-11038) that would require new cybersecurity disclosures. If adopted the rules would codify and build upon the Commission guidance on cybersecurity risks and incidents.
The proposed amendments include:
- Form 8-K filing regarding material cybersecurity incidents within 4 business days
- Forms 10-K
…
SEC Proposes to Shorten Schedule 13D/G Filing Deadlines and Count Equity Derivatives
By Rob Evans on
Posted in Uncategorized
Last week, the SEC proposed new rules that would shorten the time periods for filing a Schedule 13D or 13G after acquisition of beneficial ownership of 5% or more of the voting stock of a public company from 10 days to 5 days. Other deadlines in the rules would be…
Delaware Court Provides Guidance on Director Liability for Distributions
By Rob Evans on
Companies often make distributions to their stockholders as dividends and stock buybacks. For private equity-backed companies, it is not unusual to see leveraged recaps in which the company borrows money and makes distributions to the private equity investors. These distributions raise the question for boards of directors of whether the…
Continued SEC Focus on SPACs
By Rob Evans on
As we discussed in our posting at the end of 2020, “SEC Focus on SPACs“, special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity and the focus of heightened attention from the SEC staff. SPAC transactions include initial public offerings and…
SEC Focus on SPACs
By Rob Evans on
Special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity. SPAC transactions include aspects of both initial public offerings and business combinations.
In 2020, we’ve seen a surge in new SPAC IPOs (particularly as a percentage of overall IPOs), the amount of capital raised…
SEC Adopts Rules for Proxy Voting Advisory Firms, Issues Supplemental Guidance for Investment Advisors
By Rob Evans on
Posted in Uncategorized
On July 22, 2020, the SEC adopted final rules on the application of its proxy solicitation rules to proxy voting advisors. (See our November 2019 blog post on the proposed rules here.) Among other things, the new rules will, for practical purposes, require these proxy advisory firms – most…
SEC Issues New COVID-19 Disclosure Guidance
By Rob Evans on
Posted in Uncategorized
On June 23, 2020, the SEC’s Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9A supplementing its previous guidance regarding COVID-19 disclosures that we discussed in a previous post. The new guidance identifies additional considerations for disclosures by companies about their operations, liquidity and capital resources as…