Capital Markets & Securities Law Watch
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April 23, 2024
|9 min read
FTC Adopts Final Ban on Worker Non-Competes
On April 23, 2024, the U.S. Federal Trade Commission promulgated a final rule banning non-compete clauses in contracts with employees and other workers (the Rule).
April 22, 2024
|2 min read
The NYSE Proposes Rule Providing SPACs Additional Time to Close Deals Before Delisting
Under its current rule, the New York Stock Exchange (NYSE) commences delisting procedures against a listed special purpose acquisition company (SPAC) if it fails to complete a business combination within 36 months of its initial listing date, regardless of whether it has entered into a definitive agreement for a business combination.
April 3, 2024
|4 min read
In connection with the 2024 proxy season, pension funds associated with the United Brotherhood of Carpenters and Joiners of America (the Carpenter Funds) have submitted a director resignation bylaw proposal (the Proposed Bylaw or Proposal) to at least 30 companies for inclusion in the companies’ 2024 proxy statements and to be voted on at the companies’ 2024 annual meetings of stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act).
April 1, 2024
|6 min read
SEC Charges Skechers with Failure to Disclose Related Person Transactions
On March 7, 2024, the Securities and Exchange Commission (SEC or Commission) announced charges against Skechers U.S.A. Inc. (Skechers) for violating Rules 13a-1 and 14a-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), by failing to disclose certain transactions with related persons in reports filed with the SEC for the years 2018 through 2021.
March 7, 2024
|2 min read
On February 20, 2024, the United States Supreme Court denied a petition for writ of certiorari and declined to review the 3-0 decision of the United States Court of Appeals for the Second Circuit (the Second Circuit) in Kirschner v. JP Morgan Chase Bank, N.A., which held that certain syndicated loan notes were not securities. By refraining from hearing the case, the Supreme Court left the Second Circuit’s decision in place. The result is that syndicated loan lenders do not need to comply with securities laws in the ordinary course of selling syndicated loan notes to other lenders.
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.
February 29, 2024
|8 min read
As discussed in prior blog posts, on June 9, 2023, the Securities and Exchange Commission (the SEC) approved listing standards promulgated by the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) regarding the recovery of erroneously awarded incentive-based compensation, referred to as “clawbacks.”
February 28, 2024
|2 min read
SEC Chair Comments on Challenges to Proposed Climate Disclosure Rules
The proposed rules, if adopted, would create new disclosure requirements covering, among other things, climate-related risk factors and identification and mitigation of climate-related risks, climate targets and goals and plans for energy transitions, greenhouse gas emissions, and financial statements that include climate-related financial impact and expenditure metrics.
February 21, 2024
|3 min read
The SEC’s Gag Rule: An Educational Tool or Agency Overreach?
The Securities and Exchange Commission (the Commission) has a longstanding policy under its No-Admit/No-Deny Rule (or the Gag Rule) that prohibits defendants from openly denying, or even criticizing, allegations made by the Commission after settling an enforcement action. The Gag Rule has come under scrutiny for its First Amendment implications and “muzzling” effect, even as the Commission stands behind the policy’s reasoning.
February 20, 2024
|5 min read
NYSE 2024 Listed Company Compliance Guidance Memo: New Rules and Important Reminders
On January 31, 2024, the New York Stock Exchange (the NYSE or the Exchange) issued its annual Listed Company Compliance Guidance Memo for 2024 (the Memo). The Memo describes new rules and important reminders for all NYSE-listed companies, with any rule or policy distinctions for domestic versus foreign private issuers (FPIs) identified within.
February 15, 2024
|1 min read
SEC Chief Accountant Issues Statement on Public Company Audit Quality
On February 5, 2024, Securities and Exchange Commission (SEC) Chief Accountant Paul Munter issued a statement calling for increased quality of public company audits. Munter’s statement follows findings from the Public Company Accounting Oversight Board (PCAOB) of increased deficiency rates in recent year-over-year inspections, and alludes to new and existing risks that “may put pressure on the operations and financial health of companies and render financial reporting and auditing more challenging.”
February 14, 2024
|4 min read
Going Private Post-DeSPAC—Strategies and Considerations
For the past several years, many private companies looking to “go public” utilized special purpose acquisition companies (SPACs) instead of traditional IPOs as an alternate route to the public markets.
February 13, 2024
|12 min read
SEC Officials and Others Gather at 2024 Northwestern Securities Regulation Institute
The Northwestern Pritzker School of Law hosted its 51stannual Securities Regulation Institute from January 22, 2024 to January 24, 2024 in Coronado, California. Various practitioners and professionals from the U.S. Securities and Exchange Commission (SEC), law firms, academic institutions, accounting firms and SEC reporting companies participated in the conference. Winston & Strawn LLP was a sponsor of the event. Below is a summary of key takeaways from the conference.
February 12, 2024
|2 min read
Human Capital Disclosures after the Supreme Court’s Recent Affirmative Action Decision
In August 2020, the U.S. Securities and Exchange Commission (SEC) approved an amendment to Item 101 of Regulation S-K, requiring public companies to include in their annual reports and registration statements a discussion of their human capital resources to the extent that such measures are material to an investor’s understanding of the company (Human Capital Disclosure).
February 1, 2024
|1 min read
U.S. to Transition to T+1 Settlements
As the U.S. prepares to transition to a T+1 practice for securities settlements on May 28, 2024, Securities and Exchange Commission (SEC) Chair Gary Gensler gave a speech to the European Commission on January 25, 2024, in which he commented, "The longer it takes for a trade to settle…the more risk our markets assume and the more risk fundamentally we all assume."
January 25, 2024
|5 min read
On January 24, 2024, the Securities and Exchange Commission (the SEC), following a 3-to-2 vote of the SEC’s Commissioners, announced the adoption of new final rules and amendments intended to enhance disclosures and provide additional investor protections in initial public offerings (IPOs) by special purpose acquisition companies (SPACs) and in subsequent business combination transactions between SPACs and target companies (de-SPAC transactions).
December 26, 2023
|1 min read
Fifth Circuit Vacates SEC’s Share Repurchase Rule
On December 19, 2023, the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC) new share repurchase disclosure rule discussed in our prior blog posts available here and here.
November 29, 2023
|1 min read
Effectiveness of Share Repurchase Disclosure Rule Postponed for Now
On November 22, 2023, the Securities and Exchange Commission (SEC) announced an order postponing the effective date of the Share Repurchase Disclosure Modernization rule indefinitely, pending further SEC action.
November 27, 2023
|less than 1 min read
2024 SEC Filing Deadline and Financial Statement Staleness Calendars
Winston’s Capital Markets Practice is pleased to provide you with our 2024 SEC Filing Deadline Calendar and Financial Statement Staleness Calendar.
November 20, 2023
|1 min read
On October 30, 2023, the Securities Exchange Commission (the SEC) issued an exemptive order that permanently exempts brokers and dealers from the public information requirements of Rule 15c2-11 with respect to making quotations in Rule 144A fixed-income securities.