As previously reported, SEC Asks Court to Put Climate Change Litigation on Hold, the SEC had asked the court to suspend litigation in the U.S. Court of Appeals for the 8th Circuit challenging its new climate change disclosure rules. Last week, the Commission announced that it had voted to “end” its defense of
Public Companies
European Council Greenlights First Step of Omnibus – The ‘Stop-the-clock’ Proposal
By John Verwey, Rachel Lowe, Michael Singh & Sulaiman Malik on
On 26 March 2025, the European Council approved its position, known as a “negotiating mandate”, on a key element of the European Commission’s proposal to streamline corporate sustainability requirements which are captured in an “Omnibus”. Specifically, they approved a delay to the current timetable of the Corporate Sustainability Reporting Directive (“CSRD”)…
SEC Asks Court to Put Climate Change Litigation on Hold
By Frank Zarb & Louis Rambo on
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…
Proskauer Hedge Fund Trading Guide – Chapter 3: Special Issues under Sections 13(d) and 16 for Hedge Funds
By Frank Zarb & Louis Rambo on
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.
The Corporate Transparency Act: The Government Appeals Preliminary Injunction. What To Do Now?
The Corporate Transparency Act (CTA) requires all corporations, limited liability companies, limited partnerships, and many other entities created or registered to do business in any U.S. state to file a beneficial ownership interest report (BOI Report) with the U.S. Financial Crimes Enforcement Network (FinCEN). The BOI Report includes the ultimate beneficial owners of the entity…
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
By Frank Zarb & Louis Rambo on
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…
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…
SEC “Greenwashing” Enforcement Case Against Public Company
By Frank Zarb & Louis Rambo on
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
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.