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Capital Markets

New Vote Reporting Disclosures Required on Form N-PX – Vote Reports Now Extend to All 13F Filers – No Longer Limited to Registered Funds

July 10, 2023 | Posted by James J. Moloney; Andrew L. Fabens Topic(s): Capital Markets; Corporate Governance; Disclosure; Investment Act/Investment Advisors Act; Securities Regulation

​In November 2022, the Securities and Exchange Commission (“SEC”) adopted amended rules that update the existing reporting requirements on Form N‑PX and create new Form N‑PX reporting requirements for institutional investment managers.[1]  The purpose of these amendments is to increase transparency surrounding proxy voting records.  Prior to the adoption of this new rule, registered investment management companies (“Funds”), such as mutual funds and exchange traded funds, were required to publicly report their annual proxy voting records on Form N‑PX.

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Supreme Court Upholds Tracing Requirement For Section 11 Claims in Direct Listings – Slack Technologies LLC v. Pirani, No. 21-200

June 6, 2023 | Posted by Stewart McDowell; Ronald O. Mueller; Andrew L. Fabens; Hillary H. Holmes; Peter Wardle Topic(s): Capital Markets

On June 1, 2023, the Supreme Court of the United States unanimously upheld that  plaintiffs alleging the registration statement for a “direct listing" IPO contained a material misstatement or omission, who sue under Section 11 of the Securities Act of 1933, must trace the shares they bought  to the registration statement.  In a direct listing, unlike a traditional IPO, unregistered shares can be sold by non-affiliates on the initial listing date, so it is possible that certain shares bought on the first day will be unregistered shares and thus not subject to the strict liability standard of Section 11.   

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SEC Adopts New Final Rules for Clearance and Settlement; Proposes Changes for Investment Adviser Rules

February 22, 2023 | Posted by Hillary H. Holmes; Peter Wardle Topic(s): Capital Markets; Private Placements; Registered Securities Offerings; Securities Regulation

On February 15, 2023, the Securities and Exchange Commission (the “SEC") adopted final rule changes intended to reduce risk in clearance and settlement for most broker-dealer securities transactions and proposed new rules designed to enhance safeguards for customer assets managed by investment advisers.

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EDGAR Ready to Accept Online Form 144 Filings Ahead of Deadline for Electronic Filing Requirement

October 11, 2022 | Posted by Hillary H. Holmes; James J. Moloney Topic(s): Capital Markets; Securities Regulation

Since September 23, 2022, the Securities and Exchange Commission (the “SEC") Electronic Data Gathering, Analysis, and Retrieval (“EDGAR") system has been ready to accept electronic Form 144 filings, pursuant to the SEC’s recent amendments requiring certain Forms 144 to be filed electronically. Filers have approximately six months from September 2022 to transition to electronic filing of Forms 144. The SEC’s compliance date is April 13, 2023. 

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SEC Raises Annual Gross Revenue Amount in the Definition of Emerging Growth Company

September 20, 2022 | Posted by Hillary H. Holmes; James J. Moloney Topic(s): Capital Markets; Securities Regulation

On September 9, 2022, the Securities and Exchange Commission (the “SEC”) amended its rules to
implement inflation-adjusted amendments to Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 12b-2 of the Securities Exchange Act of 1932, as amended (the “Exchange Act”), and raised the annual gross revenue amount in the definition of “emerging growth company” (“EGC”) from $1,070,000,000 to $1,235,000,000. The final rule (available

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Update on Changes in SEC Commissioners

July 21, 2022 | Posted by Hillary H. Holmes; Thomas J. Kim; Ronald O. Mueller; James J. Moloney Topic(s): Audit Committee; Capital Markets; Securities Regulation

On July 18, 2022, the Securities and Exchange Commission (“SEC”) announced that Jaime Lizárraga was sworn in as the SEC’s newest Commissioner following the departure of Allison Herren Lee on July 15. The current SEC Commissioners are as follows, in order of reverse seniority:

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Now Available: SEC Desktop Calendar for 2023

July 20, 2022 | Posted by Hillary H. Holmes; Peter Wardle; Justine Robinson; Lori Zyskowski Topic(s): Audit Committee; Capital Markets; Corporate Governance; Disclosure; Financial Statements; IPOs; Proxy Statements and Annual Meetings; Registered Securities Offerings; Registration Statements; Securities Regulation; Underwriters and Agents

To continue assisting US companies with planning for SEC reporting and capital markets transactions into 2023, we offer our annual SEC Desktop Calendar. This calendar provides both the filing deadlines for key SEC reports and the dates on which financial statements in prospectuses and proxy statements must be updated before use (a/k/a financial staleness deadlines).

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SEC Proposes Rule Changes to Shorten the Security Settlement Cycle to T+1 by March 31, 2024

February 14, 2022 | Posted by J. Alan Bannister; Boris Dolgonos; Andrew L. Fabens; Hillary H. Holmes; Peter Wardle Topic(s): Capital Markets; Miscellaneous; Securities Regulation

​On February 9, 2022, the Securities and Exchange Commission (the “Commission”) announced a proposed rule to shorten the standard settlement cycle for most broker-dealer transactions from two business days after the trade date (“T+2″) to one business day after the trade date (“T+1″), while soliciting comments regarding challenges and possible approaches to achieving settlement by the end of trade date (“T+0″).

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Now Available: Considerations for Preparing Your 2021 Form 10-K

January 21, 2022 | Posted by Andrew L. Fabens; Brian J. Lane; Elizabeth A. Ising; Hillary H. Holmes; James J. Moloney; Michael A. Titera; Thomas J. Kim; Ronald O. Mueller Topic(s): Capital Markets; Corporate Governance; Disclosure; Environmental/Climate Change; ESG; Financial Statements; Human Capital Management; Proxy Statements and Annual Meetings; Securities Regulation

​As we do each year, we offer our observations on new developments and recommended practices for calendar-year filers to consider in preparing their Form 10-K. This alert reviews the recent amendments to Regulation S-K adopted by the U.S. Securities and Exchange Commission (“SEC”) and discusses how public companies are reacting to these new requirements.

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SEC Proposes Rules on Insider Trading, Rule 10b5-1 and Share Repurchases

December 23, 2021 | Posted by Ronald O. Mueller; Andrew L. Fabens; James J. Moloney; Lori Zyskowski; Thomas J. Kim; Brian J. Lane; Elizabeth A. Ising Topic(s): Capital Markets; Corporate Governance; Disclosure; Proxy Statements and Annual Meetings; Securities Regulation

On December 15, 2021, the Securities and Exchange Commission (“SEC” or “Commission”) held a virtual open meeting where it considered four rule proposals, including two that are particularly pertinent to all public companies: (i) amendments regarding Rule 10b5-1 insider trading plans and related disclosures and (ii) new share repurchase disclosures rules.

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Editors

Lauren M. Assaf-Holmes

J. Alan Bannister

Aaron K. Briggs

Michael Collins

Boris Dolgonos

Mellissa Campbell Duru

Andrew L. Fabens

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Tull Florey

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Stewart McDowell

Gregory Merz

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Ronald O. Mueller

Michael K. Murphy

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Justine Robinson

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Eric Scarazzo

Elvia Soto

Gerry Spedale

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Tracey Tomlinson

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