On December 15th, the SEC proposed amendments to Rule 10b5-1 to enhance disclosure requirements and investor protections against transactions in company securities. Adopted by the SEC in August 2000, Rule 10b5-1 provides corporate insiders an affirmative defense to insider trading: (1) for parties that commonly have access to material nonpublic information, including corporate officers, directors, and issuers, and (2) in circumstances where (subject to certain conditions) the trade was (a) under a binding contract, (b) part of an instruction to another person to execute the trade for the instructing person’s account, or (c) part of a written plan adopted when the trader was not aware of material nonpublic information. Continue reading "SEC Proposes Updates to Rule 10b5-1 Insider..." »

The SEC has published proposed amendments designed to revise and enhance requirements for the means by which broker-dealers, security-based swap dealers (SBSDs), and major security-based swap participants (MSBSPs) maintain electronic records and produce prompt records. These changes are intended to modernize current record-keeping requirements to facilitate the production of more timely and accurate information. Continue reading "SEC Announces Proposed Modifications to..." »

On November 18th, the SEC announced that it is proposing Rule 10c-1, in accordance with the Congressional mandate in the Dodd-Frank Act that the SEC enhance efficacy and transparency pertaining to the loan or borrowing of securities for brokers, dealers, and investors. Consistent with the SEC’s goals, the proposed rule helps to ensure that market participants, the public, and regulators have access to timely and comprehensive information about the market for securities lending. Continue reading "SEC Proposes Rule to Provide Transparency in..." »

On December 1st, the SEC announced that it has updated its list of unregistered entities that use inaccurate data to solicit mainly non-US investors, adding 82 soliciting entities, eight impersonators of real firms, and one bogus regulator. Continue reading "SEC Revises List of Firms Using Inaccurate..." »

On November 18th, the SEC’s Division of Enforcement announced that in fiscal year 2021, it saw a number of critically important and first-of-their-kind enforcement actions to further endeavors to protect investors and promote market integrity. The agency also noted record-breaking achievements for and contributions to enforcement actions from its whistleblower program in fiscal year 2021. Continue reading "SEC Publishes Enforcement Results for Fiscal..." »

On November 17th, the SEC revised rules to allow shareholders to vote for their preferred combination of board nominees in contested elections. Under new Rule 14a-19, it will be mandatory for management or shareholders to use universal proxy cards when soliciting proxy votes for their own candidates in contested director elections. The rule requires that universal proxy cards list the names of all director candidates for an election at an upcoming shareholder meeting, whether or not the candidates were nominated by management or shareholders. Much like voting in person, the modifications will provide shareholders equal voting opportunity even when voting by proxy. Continue reading "SEC Approves New Rules for Universal Proxy..." »

The SEC has announced a virtual Investor Advisory Committee meeting that will take place on Thursday, December 2, from 10:00 a.m. until 4:00 p.m. ET. The public may attend this free event, which will be presented live via webcast at sec.gov. {expires: 2021-12-03} Continue reading "SEC to Host Investor Advisory Committee Meeting" »

On November 5th, the SEC announced that it has adopted the Public Company Accounting Oversight Board’s (PCAOB) Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act (HFCAA). The rule introduces the structure for the PCAOB’s findings under the HFCAA and underscores investor protection measures Continue reading "SEC Adopts PCAOB Rule 6100 Establishing..." »

On October 18th, the SEC staff published Equity and Options Market Structure Conditions in Early 2021, a comprehensive analysis of the January 2021 trading activity of GameStop Corp (GME), the most notable of the “meme stocks”. Meme stocks are stocks that rise dramatically in price over a short period because of a sudden increase in online or social media interest, resulting in an investing surge. The report details such incidents as well as areas that merit further study and potential consideration. Continue reading "SEC Issues Staff Report on Equity and Options..." »