Join Wilson Sonsini for its 2023 Public Company General Counsel Webinar Series. Throughout November, Wilson Sonsini will host three virtual sessions on new SEC governance and disclosure requirements, including clawback policies, cybersecurity governance and disclosure, and share repurchase disclosure. To attend any of the three sessions, please register here.
Continue Reading Webinar Series Alert | Navigating New SEC Rules: November 1, 15, 29Securities Laws
SEC Publishes Spring 2023 Regulatory Agenda
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On June 13, 2023, SEC Chair Gary Gensler announced the release of the SEC’s Spring 2023 Regulatory Agenda (Regulatory Agenda), which outlines the SEC’s rulemaking priorities over the next 12 months. The Regulatory Agenda includes a total of 55 rules, with 18 rules at the proposed rulemaking stage and 37…
Continue Reading SEC Publishes Spring 2023 Regulatory AgendaSEC Approves NYSE and Nasdaq Clawback-Related Listing Standards
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On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) published notices and orders granting accelerated approval of the amended clawback-related listing standards proposed by the New York Stock Exchange (NYSE) and The Nasdaq Stock Market LLC (Nasdaq) earlier this week. The amended versions of the NYSE and Nasdaq listing standards were discussed in our previous post.Continue Reading SEC Approves NYSE and Nasdaq Clawback-Related Listing Standards
NYSE and Nasdaq File Amended Proposed Clawback-Related Listing Standards [Updated]
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Propose Effective Date of October 2, 2023
[Note: This post has been updated to reflect Nasdaq’s filing of an Amendment No. 1 on June 6, 2023 (posted June 7) proposing to delay the effective date of its clawback-related listing standards until October 2, 2023, consistent with the NYSE’s Amendment No.
Continue Reading NYSE and Nasdaq File Amended Proposed Clawback-Related Listing Standards [Updated]SEC Adopts Share Repurchase Disclosure Rules
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Posted in SEC Reporting, Securities Laws
On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted final share repurchase disclosure rules “to modernize and improve disclosure about repurchases of an issuer’s equity securities that are registered under the Securities Exchange Act of 1934.” In a significant shift from the proposed rules, the final…
Continue Reading SEC Adopts Share Repurchase Disclosure RulesSEC Reopens Comment Period for Proposed Amendments to Beneficial Ownership Reporting Rules
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On April 28, 2023, the U.S. Securities and Exchange Commission (SEC) reopened the comment period for its rulemaking proposal, Modernization of Beneficial Ownership Reporting, through the later of 30 days after the reopening release is published in the Federal Register or June 27, 2023.
The SEC reopened the comment…
Continue Reading SEC Reopens Comment Period for Proposed Amendments to Beneficial Ownership Reporting RulesReminder: Tracking Rule 10b5-1 Plans and Disclosure Timing
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In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act). These amendments added new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1) and became effective for Rule 10b5-1 plans entered into…
Continue Reading Reminder: Tracking Rule 10b5-1 Plans and Disclosure TimingShare Repurchase Disclosure Rules on SEC Agenda for May 3
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Posted in Corporate Governance, Securities Laws
On April 26, 2023, the U.S. Securities and Exchange Commission (SEC) published a notice of an open meeting to be held next Wednesday, May 3, 2023, to consider whether to adopt rules requiring additional disclosures relating to issuers’ equity share repurchases.
The SEC proposed the share repurchase disclosure rules back…
Continue Reading Share Repurchase Disclosure Rules on SEC Agenda for May 3SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing Standards
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On April 24, 2023, the U.S. Securities and Exchange Commission (SEC) extended the time period for its review and approval of the clawback-related listing standards from April 27, 2023 to June 11, 2023 (here and here).
As discussed in our previous blog post, Rule 10D-1 of the…
Continue Reading SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing StandardsRule 10b5-1 Amendments Spare Issuer Accelerated Share Repurchases (ASRs)
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Our timely client alert discusses the impact (or lack thereof) of impending amendments to Rule 10b5-1 on issuer structured share buy-back arrangements, such as accelerated share repurchases (ASRs). Final Rule 10b5-1 amendments, discussed comprehensively in our previous client alert, become effective on February 27, 2023. Stay tuned for further…
Continue Reading Rule 10b5-1 Amendments Spare Issuer Accelerated Share Repurchases (ASRs)