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Securities Law Blog
Use the search or alphabetical categories to locate information on any and all schedules, rules, legislation or updates to corporate and securities laws. Laura Anthony, Esq. has been publishing weekly articles for the past 600 weeks. If you need assistance or have questions, please reach out to Laura Anthony, Esquire, Founding Partner of Anthony, Linder & Cacomanolis, PLLC using any of the contact forms on this site or visit the firm website for further information.
RECENT POSTS
SEC Proposes New Share Repurchase Disclosure Rules
The proposed rules would require an issuer to provide a new Form SR before the end of the first business day following the day the issuer executes a share repurchase. Form SR would require disclosure identifying the class of securities purchased, the total amount purchased, the average price paid, as well as the aggregate total amount purchased on the open market in reliance on the safe harbor in Exchange Act Rule 10b-18 or pursuant to a plan that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (for more on Rule 10b5-1(c),
SEC Proposes Amendments To Rule 10b5-1 Insider Trading Plans
Insider trading is prohibited by the general anti-fraud provisions and in particular Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Section 10(b) of the Exchange Act makes it unlawful for any person, directly or indirectly, to use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the SEC may prescribe as necessary or appropriate in the public interest or for the protection of investors.
SEC Adopts The Use Of Universal Proxy Cards
On November 17, 2021, the SEC adopted final rules requiring parties in a contested election to use universal proxy cards that include all director nominees presented for election at a shareholder meeting. The original rules were proposed on October 16, 2016 (see HERE) with no activity until April, 2021, when the SEC re-opened a comment period (see HERE). The rule adoption comes with a flurry of rule amendments, proposals and guidance related to the proxy process, some of which reverses recent rules on the same subject.
The final rules will require dissident shareholders and registrants to provide shareholders with a proxy card that includes the names of all registrant and dissident nominees. The rules will apply to all non-exempt solicitations for contested elections other than those involving registered investment companies and business development companies.
Nasdaq Updated LAS Form
Nasdaq Rule 5250 sets forth certain obligations for companies listed on Nasdaq including related to requirements to provide certain information and notifications to Nasdaq, make public disclosures, file periodic reports with the SEC, and distribution of annual and interim reports. Rule 5250(e) specifies the triggering events that require a listed company to submit certain forms to Nasdaq.
Rule 5250(e) warns that Nasdaq reviews these forms to determine compliance with applicable Nasdaq rules, including the shareholder approval requirements. As such, if a Company fails to file timely the form required by this paragraph, Nasdaq may issue either a public reprimand letter or a delisting determination.
Section 13 – Beneficial Shareholder Reporting Requirements – Part II
Section 13 – Beneficial Shareholder Reporting Requirements – Part 1
The Corporate Transparency Act – What You Need To Know
SEC Issues Staff Report On Accredited Investor Definition
Market Makers Rely on Due Diligence in Reverse Mergers
OTCBB Reporting Requirements Enable Successful Reverse Mergers
Examination of Rule 144 and Potential Interpretations
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