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
Capital Markets
The Fate of the New U.S. Climate Change Rules Under the New Republican Administration; Certain States are Expected to Ramp Up Their Climate Change Efforts
It is no secret that the incoming Republican Administration has been skeptical of the federal government’s climate change measures, which brings further uncertainty to the SEC’s new climate change rules (the “Rules”). To be sure, there was already uncertainty surrounding litigation in the 8th U.S. Court of Appeals over the Rules’ validity.
The new…
New filing deadlines for Schedule 13G effective September 30
By Louis Rambo & Frank Zarb on
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…
FinCEN Clarifies that Dissolved Entities are Subject to CTA Reporting Obligations
By Andrew Bettwy, Jeffrey A. Horwitz, Elanit Snow & Yuval Tal on
On July 8, 2024, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) released additional FAQs[1] with respect to the beneficial ownership reporting requirements of dissolved entities. The Corporate Transparency Act requires reporting companies to report to FinCEN information about their beneficial owners and company applicants (a “BOI Report”) and is intended to help prevent and combat money laundering, terrorist financing, tax fraud and other illicit activity. The Beneficial Ownership Reporting Rule (the “BOI Rule”), promulgated by FinCEN in September 2022, establishes the types of entities that are reporting companies and how beneficial owners and company applicants are determined, as well as what information is required to be reported about these entities and individuals.
Proskauer Hedge Fund Trading Guide – Chapter 2: Insider Trading: Focus on Subtle and Complex Issues
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.
New T+1 Settlement Cycle Takes Effect May 28th
By Frank Zarb & Louis Rambo on
The SEC’s new rules imposing a T + 1 settlement cycle for most securities transactions take effect on May 28, 2024. The previous default settlement cycle had been T + 2. For firm commitment offerings priced after 4:30 p.m. eastern time, including IPOs, the settlement cycle will be reduced from T+4 to T+2. While the…
Primarily Non-Financial Corporate Reporting: Climate Change
By Aliza Cinamon, Rachel Lowe, Frank Zarb & Louis Rambo on
Version 2.0 following publication of the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules
A wave of new legislation and regulation in the U.S. and Europe has the potential to significantly impact the non-financial reporting obligations of U.S. companies. With the myriad of requirements overlaid with varying timelines, it can be challenging to understand…
SEC Adopts New SPAC Rules
On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after publication in the Federal Register and will apply to transactions that are ongoing at that time, even if they…
SEC Approves Exchange Listing Applications for Spot Bitcoin ETPs
On January 10, 2024, the Securities and Exchange Commission (“SEC”) issued an order approving the applications of 11 different spot Bitcoin exchange‑traded products (the “Approved ETPs”) to each list and trade their shares on a national securities exchange.[1] As a result, each Approved ETP is expected to commence trading on either the NYSE Arca…
CTA: FinCEN Clarifies Ownership Interests Must be Entirely Controlled or Wholly Owned to Qualify for the Subsidiary Exemption
On January 12, 2024, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) released additional FAQs[1] in response to questions received regarding compliance with various aspects of the Corporate Transparency Act’s Beneficial Ownership Reporting Rule (the “BOI Rule”), which came into effect on January 1, 2024.[2] One such question…