Here’s a note that Cooley’s Courtney Thorne just posted on LinkedIn: “Less than an hour ago, the SEC issued an exemptive order – Release No. 34-104931 – granting conditional relief from the Section 16(a) insider reporting requirements for directors and officers of certain foreign private issuers that commence on March 18th. We at Team Cooley LLP (led by the incredible Reid Hooper on this initiative) …
Section 16 Reporting Obligations for FPI Insiders Begins March 18th (After SEC Adopted New Rules Last Week)
With just a few weeks before the March 18th start date of Section 16(a) obligations for insiders of foreign private issuers, here’s a Cooley Alert – which includes all you need to know about last week’s 47-page adopting release that conforms the Section 16 rules with the newly enacted “Holding Foreign Insiders Accountable Act” (HFIAA) – penned by Reid Hooper, Luci Altman, Jie Zhang, Darren …
SEC Updates Its “Enforcement Manual”!
A few days ago, the SEC announced it has updated its 115-page Enforcement Manual, with its first refresh in nine years. The Manual’s changes reflect the direction that SEC Chairman Paul Atkins and Enforcement Director Margaret Ryan have noted would be made to the Division’s policies and procedures since they got into office. As someone who wrote the “SEC Enforcement Handbook” for TheCorporateCounsel.net many years …
Shareholder Activism: Trends to Consider
Here’s an excerpt from an entry on “Cooley’s M&A Blog” penned by Jamie Leigh, Sean Brownridge, Bill Roegge, Kevin Cooper, Lucas Wherry and Simon Trisk about recent shareholder activism trends and what to expect this year: “Activists view CEO turnover as an opportunity to pursue campaigns. During the past year, 18% of US campaigns were initiated following CEO turnover, a 38% increase over the four-year …
SEC Chairman Atkins Talks “Risk Factors” Reform
Just last week, I blogged about drafting risk factor disclosure in a new AI-dominated era. A few days ago, SEC Chairman Paul Atkins delivered this speech – in addition to addressing several other topics – laying out a conceivable path towards risk factor reform. Here are the potential elements that he mentioned:
Corp Fin Posts More Deal CDIs
Corp Fin certainly has been busy updating its CDIs. Last week, Corp Fin issued two new Rule 13e-3 going-private CDIs (as well as a conforming revision to an existing CDI), two new tender offer CDIs and one updated Form S-4 business combination CDI. Cooley’s Justin Kisner offers the following observations on the updates: “The Rule 13e-3 and tender offer CDIs do not represent a shift …
Corp Fin Director Jim Moloney Highlights Upcoming Attractions
If you’ve been reading this blog on a regular basis, you know that the SEC – including Corp Fin – has has been very active over the past year announcing a number of rulemaking and initiatives to come. Corp Fin Director Jim Moloney delivered this speech at Northwestern’s recent “Securities Regulation Institute” highlighting the actions that Corp Fin is planning – and indicating that what’s …
SEC to Start Suspending Filings with XBRL Errors in Filing Fee Exhibits
Last week, the SEC announced that its moving towards stricter enforcement of Inline XBRL (iXBRL) data quality as the agency will suspend filings made on EDGAR – rather than merely issuing warnings – for fee-bearing forms (such as registration statements) that have XBRL errors in the filing fee exhibits. The SEC will begin suspending filings with XBRL errors in those exhibits on March 16th – although …
Drafting Risk Factors in a New AI Era
During Northwestern’s “Securities Regulation Institute,” there was an interesting discussion about whether AI tools supplant the need for the summary of risk factors placed in SEC filings because investors can easily summarize the risk factors using an AI tool. This also made me consider a slightly different question – one that may be relevant as the SEC considers taking aim at “information overload” – which …
Corp Fin Director Jim Moloney Talks Disclosure Reform
New Corp Fin Director Jim Moloney delivered remarks a few days ago at Northwestern’s annual Securities Regulation Institute that are notable – and in line with the theme of Chairman Atkins’ October speech in which he stated that one of his top priorities is to make being a public company an attractive proposition and that he is hoping to simplify and scale the SEC’s disclosure …