KMK Law Corporate & Securities Blog

On December 14, 2022, the Securities and Exchange Commission amended insider trading rules by adopting new trading restrictions and disclosures to address potential abuses by executives. According to SEC Chair Gary Gensler’s statements in the SEC’s press release these amendments are needed to fill “potential gaps” where insiders trade “opportunistically on the basis of material nonpublic information.” The new rules amend Rule 10b5-1’s affirmative defense provisions to insider trading liability, create new reporting requirements for issuers, and update beneficial ownership reporting requirements for insiders.

On October 7, 2022, the SEC reopened the public comment periods for eleven proposed rules including, among others, proposed rules relating to the following: the enhancement and standardization of climate-related disclosures for investors; enhanced ESG disclosures for investment funds and investment advisers; cybersecurity breach and risk disclosures; share buyback disclosures; and SPAC projections. The SEC reopened the comment periods after it discovered a technological error had prevented it from receiving certain comments.  While affected comments were largely submitted in August 2022, the error is reported to have occurred as early as June 2021.

On September 29, 2022, the Financial Crimes Enforcement Network (“FinCEN”) issued the highly anticipated final rule, Beneficial Ownership Information Reporting Requirements (the “Final Rule”), implementing the beneficial ownership disclosure requirements of the Corporate Transparency Act (the “CTA”). The CTA drastically expands current beneficial ownership reporting obligations in order to combat the illicit use of shell companies and to shift the burden of identifying beneficial owners of such companies from financial institutions to the government itself.

On May 2, 2022 the SEC’s Division of Corporation Finance issued a sample comment letter addressing disclosures companies should consider regarding Russia’s invasion of Ukraine. The SEC Staff believes companies should provide detailed disclosures of their direct or indirect exposure to Russia, Belarus, and/or Ukraine including through operations, investments, and potential cybersecurity and supply chain risks. A link to the sample letter is here.

The sample comment letter lists several topics subject to disclosure consideration the SEC Staff will focus on:

• Companies ...

On March 21, 2022, the Securities and Exchange Commission (“SEC”) at a virtual open meeting proposed rules to expand and standardize issuers’ climate-related disclosures. The proposed rules would utilize mandatory, prescriptive disclosures in periodic reports and registration statements to address topics related to greenhouse gas (“GHG”) emissions and global climate change. The Commission acknowledged that in 2010, the SEC required disclosure of climate-related impacts on issuers’ businesses but since then, awareness of climate-related incidents, GHG ...

On March 9, 2022, the Securities and Exchange Commission (“SEC”) proposed amendments to rules to expand and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies. The proposed rules respond to investor concerns related to the growing prevalence of cybersecurity incidents, the increasingly sophisticated methods of cyber criminals in executing their attacks, and the susceptibility of public companies of all sizes operating in all industries to cybersecurity incidents that can stem from ...

M&A practitioners must take into account the events surrounding the Russian invasion of Ukraine and the accompanying international unrest when contemplating a proposed transaction.  These events will impact M&A transactions both in the short term and the long term.  With the situation unfolding and changing day to day, potential buyers and sellers should consult counsel on how the Russia and Ukraine escalation will affect their business today, and how it may affect their business operations going forward.  Below is a summary of topics to consider.

The United States and the rest of the world are ramping up severe economic sanctions and export controls in response to the Russian invasion of Ukraine. This is an evolving situation, and it is important to monitor the evolving sanctions to ensure compliance with United States and global sanctions, as well as to understand the updated export controls.  The imposed sanctions consist of two parts: (i) extreme financial sanctions ranging from specific individuals to Russian financial institutions, and (ii) export controls designed to deny Russia from importing advanced technologies in the Russian defense, aviation and maritime sectors.

The Ohio Revised Limited Liability Company Act (“LLC Act”) took effect on February 11, 2022, and now governs all limited liability companies formed under Ohio law.