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SEC proposes major Rule 10b5-1 amendments and disclosure requirements relating to securities transactions

On December 15, 2021 the SEC unveiled its long-awaited proposal to amend the requirements for securities trading arrangements adopted in reliance on Rule 10b5-1 under the Exchange Act. The...


SEC proposes rules to prevent fraud and promote transparency in the use of credit default swaps and other security-based swaps

Some investors have used credit default swaps in recent years to manufacture credit events and for other purposes related to activist conduct. In response to criticisms of these practices...


SEC proposes major reform of share repurchase disclosure

On December 15 the SEC proposed new and amended rules that would require most reporting companies to provide more frequent and extensive disclosures about their share repurchase...


Navigating the evolving ESG disclosure landscape as a U.S. public company

As momentum builds for disclosure, boards and management should consider the following practices to minimize legal risk and fully leverage the benefits a successful environmental, social,...


SEC staff issues new guidance on shareholder proposals involving social policy issues

On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and ...


SEC staff issues sample comments regarding climate change disclosure

On September 22 the SEC’s Division of Corporation Finance published on its website a “Sample Letter to Companies Regarding Climate Change Disclosures,” which it...


SEC approves Nasdaq’s board diversity rules

On August 6 the SEC approved the Nasdaq Stock Market’s proposal to amend its listing rules to require operating companies listed on its U.S. exchanges to provide annual disclosures...

Published Works

SEC charges Regulation FD violation for selective disclosure to analysts aimed at reducing consensus revenue estimate Insights (Vol. 35, No. 4)

The SEC has bought another enforcement action that sends a strong cautionary note against management of earnings expectations. The company is opposing the action, which may result in...


SEC alleges Reg FD violation for selective disclosure to analysts aimed at reducing consensus revenue estimate

The SEC recently filed a civil suit in federal district court against AT&T, Inc. charging the company with violating Regulation FD in 2016 by selectively disclosing nonpublic financial...

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