Capital Markets & Securities Law Watch
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March 6, 2024
|7 min read
SEC Adopts Final Climate-Related Disclosure Rules
On March 6, 2024, the US Securities and Exchange Commission (SEC or Commission) announced the adoption of final rules requiring registrants – both domestic companies and foreign private issuers (FPIs) – to include climate-related information in their registration statements and annual reports.
May 22, 2023
|6 min read
SEC Share Repurchase Disclosure Rules Adopted and Already Challenged
On May 3, 2023, the Securities and Exchange Commission adopted final rules amending the disclosure requirements for repurchases of equity securities by domestic U.S. issuers, foreign private issuers and registered closed-end management investment companies that are exchange-traded. The final rules require issuers to provide disclosures of daily repurchase activity on a quarterly basis for domestic U.S. issuers, and foreign private issuers and on a semi-annual basis for Listed Closed-End Funds. The rules also require new disclosures regarding officer and director purchases and sales of equity securities subject to the issuer’s share repurchase program, the rationale and objectives of the repurchases, policies and procedures relating to officer and director purchases and sales during a repurchase program, and adoption and termination of Rule 10b5-1 trading arrangements.
April 5, 2023
|4 min read
SEC Pushes Toward the Digital Age, Proposes to Eliminate More Paper-Based Filings
On March 22, 2023, the Securities and Exchange Commission (the SEC) proposed amendments that would require electronically submitting certain filings, including Securities and Exchange Act of 1934 (Exchange Act) forms, eliminating related paper-based filing requirements and compelling the use of XBRL or custom XML for certain submissions. The affected filings are primarily associated with self-regulatory organizations (SROs), broker-dealers, security-based swap dealers (SBSDs) and major security-based swap participants (MSBSPs). The SEC stated in its press release that the proposed amendments are designed to modernize the SEC’s information collection and analysis methods and are intended to build upon the success of electronic filing relief implemented during the COVID-19 pandemic.
January 9, 2023
|3 min read
PCAOB Resets the Clock on Delisting for China-Based Companies Listed in the U.S.
On December 15, 2022, the Public Company Accounting Oversight Board (the PCAOB or the Board) announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong for the first time and issued its 2022 HFCAA Determination Report (collectively, the 2022 Determinations)[i] under the Holding Foreign Companies Accountable Act of 2020 (the HFCAA or the Act).
July 21, 2022
|4 min read
SEC Proposes Amendments to Shareholder Proposal Rule
On July 13, 2022, the SEC proposed amendments to Rule 14a‑8, the shareholder proposal rule, to modify three of the bases for excluding shareholder proposals from a company’s proxy materials.
July 18, 2022
|3 min read
On July 13, 2022, the SEC adopted amendments to the 2020 proxy rules governing proxy voting advice applicable to proxy advisory firms, or proxy voting advice businesses (“PVABs”). (You can find our blog post about the 2020 rules here).
February 4, 2022
|8 min read
In In re Multiplan Corp. Stockholder Litigation, C.A. No. 2021-0300-LWW (Del. Ch. Jan. 3, 2021), Vice Chancellor Lori Will of the Delaware Court of Chancery issued the first major decision applying Delaware law to de-SPAC transactions, holding that Delaware’s entire fairness standard of review applies to a de-SPAC transaction challenged on the basis of misleading statements or omissions in the SPAC’s proxy statement.
December 9, 2021
|8 min read
Open Your Books or Be Delisted: SEC Finalizes Rules for Non–PCAOB Compliant Foreign Companies
On December 2, 2021, the Securities and Exchange Commission (the SEC) announced new final rules implementing the submission and disclosure requirements of the Holding Foreign Companies Accountable Act (the HFCAA) enacted in December 2020. The final rules apply to companies that the SEC identifies as having filed an annual report with an audit report issued by a registered public-accounting firm that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (the PCAOB) is unable to inspect or investigate (such companies, Commission-Identified Issuers).
November 10, 2021
|4 min read
SEC Chair Warns of Increased Enforcement and Oversight of Crypto Assets
Industry professionals are keeping tabs on the regulation of crypto assets, as the U.S. Securities and Exchange Commission (SEC) turns its attention to the burgeoning asset class. A pair of prepared remarks delivered by SEC Chair Gary Gensler over the past few months underscore the SEC’s commitment to enforcement and increased regulatory oversight of crypto assets.
September 16, 2021
|4 min read
SEC’s Investor Advisory Committee Recommends Enhanced Scrutiny of SPAC Disclosure
On September 9, 2021, the Investor Advisory Committee (IAC) of the Securities and Exchange Commission (SEC) unanimously approved in an open meeting the IAC’s recommendation that the SEC regulate special purpose acquisition companies (SPACs) “more intensely by exercising enhanced focus and stricter enforcement of existing disclosure rules.”
August 26, 2021
|9 min read
Recent Lawsuits Challenging SPACs Under the ICA Miss the Mark
A new trend in special purpose acquisition company litigation has emerged: shareholder derivative actions seeking to declare SPACs “investment companies” under the Investment Company Act of 1940. Despite powerful backing, these lawsuits miss the mark.
July 30, 2021
|4 min read
Potential Impacts of New Chinese Opinions for Overseas Listings
On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council of the People's Republic of China jointly issued “Opinions on Strictly Cracking Down on Illegal Securities Activities in accordance with the Law” (Opinions) signaling that the country will step up its supervision of domestic firms listed both onshore and offshore.
September 24, 2020
|2 min read
SEC Approves Stricter Shareholder Proposal Rules
On September 23, 2020, the Securities and Exchange Commission (the SEC) voted to adopt amendments modernizing its shareholder proposal rules.
August 12, 2020
|3 min read
Presidential Working Group Issues Recommendations to Protect U.S. Capital Markets
On August 6, 2020, the President’s Working Group on Financial Markets announced its report on “Protecting United States Investors from Significant Risks from Chinese Companies” to the White House, making five recommendations “designed to address risks to investors in U.S. financial markets” posed by countries in non-cooperating jurisdictions, including China, that do not require registration with the Public Company Accounting Oversight Board or compliance with U.S. securities laws.
July 9, 2020
|1 min read
NYSE Extends COVID-19 Relief Through September 30
On July 2, 2020, the Securities and Exchange Commission (SEC) extended the New York Stock Exchange’s (NYSE) temporary relief on shareholder-approval requirements for listed companies from June 30, 2020, to September 30, 2020.
January 24, 2020
|less than 1 min read
Welcome to Capital Markets & Securities Law Watch
Winston & Strawn is pleased to announce the launch of our new blog Capital Markets & Securities Law Watch.