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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
Section 13 – Beneficial Shareholder Reporting Requirements – Part II
Barely two weeks after the SEC charged six officers, directors and five percent (5%) or greater shareholders with failing to timely file reports, the SEC adopted final amendments to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (“Exchange Act”). The amendments were first proposed in February, 2022 – see HERE.
Section 13 – Beneficial Shareholder Reporting Requirements – Part 1
Barely two weeks after the SEC charged six officers, directors and five percent (5%) or greater shareholders with failing to timely file reports, the SEC adopted final amendments to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (“Exchange Act”). The amendments were first proposed in February, 2022.
NYSE Amends Shareholder Approval Requirements In Private Securities Transactions Involving Substantial Shareholders
On December 26, 2023, the SEC approved an NYSE rule change to make it easier for listed companies to raise money from existing substantial shareholders. In particular, the NYSE has amended Section 312.03(b) and 312.04 of the NYSE Listed Company Manual to modify the circumstances under which a listed company must obtain shareholder approval prior to the sale of securities below the Minimum Price to a substantial security holder.
The Corporate Transparency Act – What You Need To Know
Since the January 1, 2024 compliance effective date for the Corporate Transparency Act, I have been inundated with compliance inquiries. Here is what you need to know.
SEC Issues Staff Report On Accredited Investor Definition
On December 15, 2023, the SEC issued a staff report on the accredited investor definition. The report comes three years after the most recent amendments to the accredited investor definition (see HERE).
SEC Fall 2023 Regulatory Agenda
On December 6, 2023, the SEC published its semi-annual Fall 2023 regulatory agenda (“Agenda”) and plans for rulemaking. The Agenda is published twice a year, and for several years I have blogged about each publication. Although items on the Agenda can move from one category to the next, be dropped off altogether, or new items pop up in any of the categories (including the final rule stage), the Agenda provides valuable insight into the SEC’s plans and the influence that comments can make on the rulemaking process.
What Is Regulation M?
Regulation M, which was adopted in 1996, is designed to prevent market manipulation by participants in a securities offering by regulating certain activities. In general, Regulation M restricts distribution participants (underwriters, placement agents and their affiliates), issuers, selling security holders and their affiliates, from bidding for, purchasing, or attempting to induce other to bid for or purchase, certain securities during an applicable restricted period. Regulation M also prohibits any person that has sold short a security that is the subject of a registered offering from purchasing securities in the offering from an underwriter, or broker or dealer participating in the offering if the short sale took place during a specified period prior to the pricing of the registered offering.
The New 10-K Requirements For Annual Report Season
As 2023 is quickly coming to a close (already!), it is time to prepare for the upcoming annual report season and this year there are multiple new requirements to be cognizant of. With annual reports being followed by proxies and first quarter 10-Q’s in rapid succession, it is important to get ahead of all the new disclosures. This blog will summarize each of the new disclosures and include some practice tips.
NASDAQ Amends Rules For Waivers To Code Of Conduct
SEC Suspends New Share Repurchase Disclosure Rules
Nasdaq Adopts New Reverse Split Rule Change
SEC Adopts Revisions To The Privacy Act
SEC Proposes New EDGAR Rules
SEC Publishes Sample Comment Letter Regarding XBRL Disclosure
SEC Publishes New C&DI On Pay Versus Performance Rules
Nasdaq Listing Deficiencies And Delisting – Part 3
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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