On Monday, June 30, 2003, the SEC approved new rules proposed and adopted by the New York Stock Exchange (“NYSE”) and the Nasdaq Stock Market (“Nasdaq”) requiring shareholder approval of equity compensation plans or material amendments to existing equity compensation plans ...
The Securities and Exchange Commission (the “SEC”) adopted the final rules to Regulation Crowdfunding on October 30, 2015, which implemented Title III of the JOBS Act to allow companies to raise capital through crowdfunding. The final rules are codified as Regulation Crowdfunding in furtherance of Section 4(a)(6) of the Securities Act of 1933 ...
The Securities and Exchange Commission has reached its first-ever deferred prosecution agreement (“DPA”) with Tenaris, S.A., a global supplier of steel pipe products to the oil and gas industry. Tenaris disclosed to the Commission that its employees had engaged in conduct that potentially violated the Foreign Corrupt Practices Act (“FCPA”). Following an investigation, in which Tenaris fully cooperated, the SEC agreed to defer prosecution in exchange for Tenaris’s continued cooperation, $5 ...
This week, the Ralph Lauren Corporation became the first company to obtain a non-prosecution agreement from the Securities and Exchange Commission in connection with a Foreign Corrupt Practices Act (“FCPA”) investigation. Ralph Lauren also obtained a non-prosecution agreement from the Department of Justice in connection with its investigation of the same FCPA violations ...
The Philippine Securities and Exchange Commission ("SEC") issued SEC Memorandum Circular No. 20, series of 2023, titled Final Extension of Amnesty Applications until 31 December 2023 (the"Circular") to grant a final extension up to December 31, 2023 for amnesty applications for late and non-filing of general information sheets ("GIS"), annual financial statements ("AFS"), as well as non-compliance with SEC Memorandum Circular No ...
The U.S. Securities and Exchange Commission (SEC) has adopted several significant amendments affecting disclosure requirements under Items 101, 103 and 105 of Regulation S-K and also expanded the definitions of “Accredited Investor” and “Qualified Institutional Buyer” under Rule 501(a) and Rule 144A, respectively. As SEC Chairman, Jay Clayton, announced in the press release, Items 101, 103 and 105 have not undergone significant revisions in over 30 years ...
On January 23, 2003, the Securities and Exchange Commission (the “SEC”) published new rules under Section 407 of the Sarbanes-Oxley Act of 2002 that will require public companies to disclose whether they have at least one “audit committee financial expert” serving on their audit committees. This Client Alert does not cover the rules recently adopted under Section 407 of the Sarbanes-Oxley Act that apply to registered investment companies ...
As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), the U.S. Securities and Exchange Commission (SEC) adopted rules regarding shareholder approval of executive compensation and “golden parachute” arrangements on January 25, 2011. See Release Nos. 33-9178 and 34-63768 ...
On June 30, 2010, the Securities and Exchange Commission (the “SEC”) formally adopted Rule 206(4)-5 (the “Pay-to-Play Rule”) under the Investment Advisers Act of 1940, as amended (the “Act”). The Pay-to-Play Rule is primarily designed to prohibit investment advisers from making political contributions to influence their selection as investment advisers for government investment accounts such as public pension plans ...
Companies are now required to grant proxy access to director nominees submitted by shareholders pursuant to new rules adopted by the Securities and Exchange Commission (the "SEC") on August 25, 2010. The series of amendments to the federal proxy access rules, passed by a 3-2 vote, is designed to facilitate shareholders' rights to nominate directors by requiring a company to include shareholder nominees in the company's proxy materials ...
2018 Summer Associate Taylor West contributed to this alert. On June 28, 2018, the Securities and Exchange Commission (“SEC”) voted to require the use of Inline Extensible Business Reporting Language (“Inline XBRL”) for operating company financial statement information and mutual fund risk/return summary information.1The amendments to the current XBRL requirement are effective 30 days after publication in the Federal Register. View the final rule ...
SEC Adopts Final Rules on New Internal Control Reporting Provisions of Sarbanes-Oxley Act, and Exhibit Requirements for CEO/CFO Certifications
On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules and amendments under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), designed to implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) ...
As required by Section 403 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission (the “SEC”) has adopted final rules and form amendments mandating the electronic filing, and website posting by issuers with corporate websites, of beneficial ownership reports filed by officers, directors and principal security holders under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) ...
The U.S. Securities and Exchange Commission recently adopted a final rule to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act with respect to chief executive officer pay-ratio disclosures. Under the Final Rule, a public company must disclose the ratio of the annual total compensation of its chief executive officer to the median of the annual total compensation for all of that company’s other employees ...
On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules implementing new exemptions from registration as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) ...
On June 22, 2011, the Securities and Exchange Commission (“SEC”) adopted a final rule defining “family offices” that will be excluded from the definition of “investment adviser” under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and thus exempt from registration. Background Family offices are entities established by wealthy families to manage the wealth of, direct the investments of and provide various other services to family members ...
On Wednesday, January 15, 2003, the SEC adopted rules implementing Section 406 of the Sarbanes-Oxley Act of 2002 (the “Act”). The SEC’s new rules under the Act require public companies to disclose in each annual report on Form 10-K (U.S. companies), Form 40-F (Canadian companies) or Form 20-F (non-U.S ...
On December 30, 2009, the Securities and Exchange Commission (the “SEC”) formally published amendments to Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Custody Rule”). The Custody Rule is designed to increase protections for clients and investors who turn their assets over to an investment adviser registered with the SEC, and it imposes significant new regulatory requirements on advisers with custody of client assets. Surprise Examination Requirement ...
On September 7, 2011, the Securities and Exchange (SEC) announced that it will not appeal the D.C. Circuit’s July ruling in Business Roundtable and Chamber of Commerce of the United States v. SEC, No. 10-1305, (D.C. Cir. July 22, 2011), where a unanimous panel of the D.C. Circuit vacated Exchange Act Rule 14a-11 requiring companies to give shareholders access to company proxy materials for the nomination of candidates to serve on the company’s board of directors ...
Prior to the entry into force of the FDI Screening Regulation on 11 October 2020, there was no EU-wide formalized cooperation among the Member States and the European Commission on these matters. In the EU, the European Commission’s strong expectation is that all 27 EU Member States will put national FDI screening mechanisms in place. A national screening mechanism in all 27 Member States serves to safeguard all individual Member States against potentially risky foreign investments ...
On March 21, 2023, the Supreme Court of the United States heard oral argument in Abitron Austria GmbH, et al. (“Abitron et al.”) v. Hetronic International, Inc. (“Hetronic”)[i] on an issue it has not squarely addressed in seven decades: the extraterritorial reach of the Lanham Act, the comprehensive trademark statute in the United States ...
The United States Supreme Court will soon decide whether public officials may be liable for blocking constituents on social media. On October 31, 2023, the Court heard oral argument in O’Connor-Ratcliff v. Garnier[i] and Lindke v. Freed,[ii] cases in which local school board officials and a city manager, respectively, are alleged to have blocked constituents from commenting on, or viewing, public social media accounts used for both government business as well as personal affairs ...
Part 1 of this insight focused some of the current immigration routes for consideration by Scottish employers to mitigate the Scottish labour shortage. Part 2 of this insight explores some of the new routes expected to be opened up by Spring 2022. Innovation visas Global Business Mobility Route In spring 2022, the Home office is due to launch the new Global Business Mobility route ...
