The Corporate Transparency Act ("CTA") reporting requirements take effect on January 1, 2024. The CTA requires many entities to disclose ownership information to the Financial Crimes Enforcement Network (“FinCEN”).
On November 22, 2023, the SEC issued an order postponing the effective date of rules that would require issuers to include detailed disclosures in periodic reports related to their share repurchases (the “Repurchase Rule”). For a summary of the Repurchase Rules, including Regulation S-K Items 408(d) and 703, see our Securities Snapshot: 3rd Quarter 2023 – Share Repurchase Rule Reminders.
On June 5, 2023, the New York Stock Exchange (NYSE) filed Amendment No. 1 to its proposed listing standard related to the Securities and Exchange Commission’s (SEC) Rule 10D-1 (the “Clawback Rule”), extending the effective date to October 2, 2023. On June 6, 2023, The Nasdaq Stock Market LLC (Nasdaq) also filed Amendment No. 1 to its proposed clawback listing standard, delaying the effective date until October 2, 2023.
On Friday, May 12, 2023, the U.S. Chamber of Commerce announced that it had filed a lawsuit against the SEC to prevent implementation of the SEC’s new Share Repurchase Disclosure Modernization rules, which KMK has recently discussed. The Chamber filed in the U.S. Court of Appeals for the Fifth Circuit, a conservative leaning court that has issued several high profile rulings adverse to the Biden administration.
On April 24, 2023, the Securities and Exchange Commission extended the time period to take action on proposed listing standards to implement the Dodd-Frank “Clawback Rules.” As discussed in a previous blog post, the SEC adopted Rule 10D-1, which required U.S. stock exchanges to adopt listing standards that comply with the SEC’s Clawback Rules.
On March 14, 2023, DXC Technology Company (“DXC”) settled with the Securities and Exchange Commission (“SEC”) for $8 million regarding alleged misleading disclosures in DXC’s public filings. The SEC claimed DXC made misleading disclosures related to its non-GAAP financial performance between 2018 and 2020.
On February 22, 2023, the New York Stock Exchange (NYSE) and on February 24, 2023, Nasdaq filed proposed listing standards with the U.S. Securities and Exchange Commission (SEC) to adopt executive compensation recovery rules. These proposed listing standards implement SEC Rule 10D-1 (the “Clawback Rule”) mandated by Section 954 of the Dodd-Frank Act. The SEC’s final rule directed U.S. stock exchanges to adopt listing standards requiring all listed companies to develop, implement, comply with and disclose a written policy providing for the recovery of incentive-based compensation received by executive officers where that compensation is based on erroneously reported financial information. The stock exchanges will prohibit the initial or continued listing of any security of an issuer that is not in compliance.
On December 15, 2022, the Financial Crimes Enforcement Network (“FinCEN”) issued a Notice of Proposed Rulemaking (the “NPRM”) that would implement provisions of the Corporate Transparency Act (the “CTA”) regarding access to and protection of beneficial ownership information (“BOI”).
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.
Topics/Tags
Select- SEC
- Securities Law
- Cybersecurity and Privacy Law
- Cybersecurity Regulation
- Securities Regulation
- Corporate Transparency Act
- IRS
- Corporate Law
- Tax Planning
- Coronavirus
- Nasdaq
- Clawback Rules
- SEC Enforcement
- Taxation
- Dodd-Frank
- Mergers & Acquisitions
- Paycheck Protection Program
- JOBS Act
- Corporate Tax
- Economic Sanctions
- Ohio LLC Act
- FAST Act
- Corporate Governance
- Consumer Protection Act
- Proxy Access Rules
- Securities Litigation
- Crowdfunding
- Conflict Minerals
- Cryptocurrency
- Hedging
- Real Estate Law
- Emerging Growth Companies
- Investors
- Pay Ratio Disclosure
- Whistleblower
- Private Offerings
- Intellectual Property
- Technology
- Opportunity Zone
- LIBOR
- Accredited Investors
- Executive Compensation
- Health Care Act
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- Wall Street Reform
- IPO
- Registration Statement
- Annual Reports
- Ohio Foreclosure Reform
- Director Compensation
- Family-Controlled Entities
- Gift and Estate Transfers
- Board of Directors
- Director Independence
- Cyber Insurance
- Data Breach
- Regulation A
- Regulation D
- Total Shareholder Return
- Lenders
- Receivership Statute
- Compensation Committee Certification
- Government Shutdown
- CDEs
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- New Markets Tax Credit
- NMTC
- NMTC Financing
- Regulation Fair Disclosure
- Social Media
- Benefits
- Healthcare Reform
- Litigation
- Marketing
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- SEC Fines Four Companies $7M for Violating Cyber Disclosure Rules
- FinCEN Issues Additional Guidance for Reporting Companies on Dissolved Entities
- Division of Corporation Finance Director Statement: The State of Disclosure Review
- FinCEN Issues Additional Guidance for HOAs and Trusts under the Corporate Transparency Act
- SEC Wins ‘Shadow Insider Trading’ Trial
- SEC Voluntarily Stays Climate Rules
- New SEC Climate Disclosure Rules – Temporarily Stayed
- Corporate Transparency Act Ruled Unconstitutional
- SEC Climate Rule Vote Scheduled for March 6, 2024
- Limited Partners’ Tax Savings from Self-Employment Taxes are under Scrutiny