The Corporate Transparency Act (the CTA) requires a range of entities, primarily smaller, unregulated companies, to file reports with FinCen, and arm of the Treasury Department, identifying the entities’ beneficial owners, and the persons who formed the entity. The purpose of the CTA was to aid in the detection of terrorism, money-laundering, and tax evasion.
SEC Asks Court to Put Climate Change Litigation on Hold
As previously reported in our last post, The Fate of the New U.S. Climate Change Rules Under the New Republican Administration, legal challenges to the SEC’s rules mandating extensive new climate change disclosure is ongoing in the 8th Circuit U.S. Court of Appeals, and has been fully briefed and awaiting oral arguments.
Today
SEC Extends Compliance Date for Short Sale Reporting Rule to 2026
On February 6, 2025, the SEC announced that it was providing a temporary exemption from compliance with Rule 13f-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), which establishes a mandatory short reporting requirement for institutional investment managers. As a result, the first reporting deadline for reporting short position information on Form SHO
Climate Reporting in 2025: Looking Ahead
In this alert, we reflect on recent climate reporting updates and analyze expectations for 2025 that are relevant for international businesses.
The global landscape is becoming increasingly uncertain in relation to climate reporting following litigation and a change of management at the SEC in the U.S., an expected rise of Blue State climate reporting requirements
Proskauer Hedge Fund Trading Guide 2024 – Chapter 3: Special Issues under Sections 13(d) and 16 for Hedge Funds
Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also for investment professionals, support staff and others interested in gaining a quick understanding of the recurring trading issues we tackle for clients, along with the solutions and analyses we have developed over our decades-long representation of hedge funds and their managers.
On Procedural Grounds, the 5th Circuit Rules In SEC’s Favor On A Shareholder Proposal; Looking Ahead to Shareholder Proposals Under the Incoming Republican Administration
Last month, the 5th U.S. Court of Appeals ruled in the SEC’s favor in a lawsuit brought by the National Center for Public Policy Research (the “Center”). The Center had submitted a shareholder proposal to The Kroger Company seeking to address what the Center described as “blatant leftwing actions” and seeking a report on
SEC Continues Enforcement Program Targeting Late Beneficial Ownership Reports
Following its adoption almost one year ago of amended rules accelerating filing deadlines for Schedules 13G and 13D (and the imminent effectiveness of the new deadlines for 13Gs), the SEC has continued to bring enforcement cases focusing on the timing of initial filings, amendments, and transitions from Schedule 13G to 13D, as well as Section
SEC “Greenwashing” Enforcement Case Against Public Company
Last week, the SEC publicly announced a settled enforcement case against Keurig Dr. Pepper. The case focused on the company’s disclosure in its annual reports on Form 10-K on whether its K-Cup pods could (or would) be recycled. The SEC action focused on allegedly incomplete disclosure: In testing the reliability of recycling K-Cup pods, the
New filing deadlines for Schedule 13G effective September 30
The deadlines for filing and amending Schedule 13Gs are about to change, and regular 13G amendments will now be due on a quarterly basis instead of annually.
As we discussed in our alert last fall (available here), in October of 2023, the SEC adopted new rules governing beneficial ownership reporting, including accelerating the filing deadlines
Supreme Court Curtails Agency Power By Overturning Chevron Deference
On June 28, 2024, the U.S. Supreme Court issued a landmark ruling overturning “Chevron deference,” a tool for interpreting ambiguous statutes administered by administrative agencies. The 40-year-old Chevron doctrine held that, where a court finds a statute to be silent or ambiguous on a particular matter, the court must defer to the relevant agency’s construction of the statute if that construction is “permissible.” The Supreme Court’s decision in Loper Bright Enterprises v. Raimondo now rejects any such deference to the agency and requires courts to apply their own construction of the silent or ambiguous law, even if the agency’s contrary view is reasonable and “permissible.”