SEC Runs Away From Its Staff's Response To Congress

Earlier this week, the Securities and Exchange Commission proposed to amend its rules to require issuers to disclose share repurchases within one business day on a new Form SR.   The SEC based its proposal on its thesis that "information...

Why Does The SEC Staff Forbid Accurate Statements?

Item 601(b)(5)(i) of Regulation S-K requires that all filings under the Securities Act of 1933 include as an exhibit an opinion of counsel regarding the legality of the securities being registered, indicating whether they will, when sold, be legally...

SEC Alleges Form 10 Was Misleading, But Is The SEC's Order Itself Misleading?

Last week, the Securities and Exchange Commission announced that it had "instituted proceedings against American CryptoFed DAO LLC, a Wyoming-based organization, halting the effectiveness of the company’s registration of two digital tokens as...

A Few Comments On The SEC's Proposed Claw Back Rules

Earlier this month, the Securities and Exchange Commission announced that it was reopening the comment period on proposed rules for listing standards for the recovery of erroneously awarded compensation.   The SEC first proposed the rules way back...

Challenge To Nasdaq Diversity Rule Filed In Federal Court Of Appeals

Professor Stephen Bainbridge writes that the Alliance for Fair Board Recruitment has filed a petition for review with the Fifth Circuit Court of Appeals challenging Nasdaq's board diversity rule.  Some readers may be wondering why the petition was...

Nasdaq And The SEC Both Can't Be Correct

Last year, Nasdaq proposed to adopt listing rules related to board diversity.  Earlier this year, Nasdaq proposed amendments to its proposals, stating:

SEC Finally Posts Nasdaq's Proposed Amendments To Diversity Rule

Late last month, Nasdaq filed modifications and clarifications to its proposed board diversity listing rule.  After reading Nasdaq's  announcement, I searched in vain for the proposal on the SEC's Self-Regulatory Organization webpage.  Yesterday, I...

How Should These Form 10-K Items Be Captioned?

Now is the time of year when securities lawyers thoughts turn to Form 10-K compliance.  In reviewing recently filed Form 10-Ks, I have noted a lack of consistency in the captions used for Part III, Item 14 and Part IV, Item 15.  Some registrants...

Human Capital Disclosures May Waken Plaintiffs

Last summer, the Securities and Exchange adopted amendments to Item 101 of Regulation S-K requiring,  to the extent the disclosure is material to an understanding of a registrant’s business taken as a whole, a description of a registrant’s human...

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