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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
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
On September 5, 2023, Nasdaq adopted amendments to Listing Rule 5610 and IM-5610 requiring listed companies to maintain a code of conduct and to disclose certain waivers. This is also a good time to discuss the code of conduct/code of ethics requirements applicable to all companies subject to the Securities Exchange Act of 1934 (“Exchange Act”) reporting requirements.
SEC Suspends New Share Repurchase Disclosure Rules
In a win for conservatives, the recent amendments to the share repurchase rules are officially on hold. Adopted on May 3, 2023 (see HERE) the new disclosure requirements would have taken effect for inclusion in the upcoming 10-K season. Following a successful court challenge, on November 22, 2023, the SEC issued an order postponing the effective date of the new rules pending further SEC action.
Nasdaq Adopts New Reverse Split Rule Change
On November 1, 2023, the SEC approved Nasdaq’s rule changes to the notification and disclosure requirements for reverse splits. The new rules went effective immediately upon approval. For the proposed rule changes see HERE.
SEC Adopts Revisions To The Privacy Act
On September 20, 2023, the SEC approved final revisions to the Privacy Act, governing the handling of personal information in the federal government (See HERE for a review of the proposed rules). The revisions codify current practices for processing requests for information made by the public under the Privacy Act and result in an entire re-write of the current rules. The SEC last updated the Privacy Act in 2011.
SEC Proposes New EDGAR Rules
On September 13, 2023, the SEC proposed rule and form amendments to the EDGAR system dubbing the updates as EDGAR Next. The rule changes are meant to enhance security and improve access to the EDGAR system. My view is that will accomplish the former and not the latter. The changes would require EDGAR filers to authorize identified individuals who would be responsible for managing the filers’ EDGAR accounts. Individuals acting on behalf of filers on EDGAR would need individual account credentials to access those EDGAR accounts and make filings. As part of the proposed rule changes, the SEC is making a beta software public for testing and feedback which software would eventually be used by filers if the proposed new rules are implemented.
SEC Publishes Sample Comment Letter Regarding XBRL Disclosure
Back in June, 2018, the SEC adopted the Inline XBRL requirements (see HERE) and since that time almost all new disclosure rules require either XBRL tagging or Inline XBRL. In December 2022 a new law was passed requiring the SEC to “establish a program to improve the quality of the corporate financial data filed or furnished by issuers under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”),” causing the SEC to focus even more on XBRL use. As a result, in September 2023, the SEC published a sample letter to companies regarding their XBRL disclosures.
SEC Publishes New C&DI On Pay Versus Performance Rules
For the second time since the adoption of the pay versus performance rules (Pay vs. Performance) in August, 2022 (see HERE), the SEC has published guidance via new compliance and disclosure interpretations (“C&DI”). The SEC previously published 15 C&DI on the subject in February 2023 – see HERE.
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
SEC Fall 2023 Regulatory Agenda
What Is Regulation M?
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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