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Inflation Reduction Act
Corporate Governance Considerations Under the SEC’s Proposed Climate Disclosure Rules
The U.S. Securities and Exchange Commission’s recently proposed rules governing climate-related disclosures, if adopted as proposed, would represent a sea change to the existing public-company disclosure regime. While much attention has been paid to the greenhouse gas emissions and other...
New PPP Rules Governing M&A Transactions
The Small Business Administration issued long-awaited rules governing lender and borrower obligations when there is a change in ownership of an entity that has received a Paycheck Protection Program (“PPP”) loan. The new guidance, issued on October 2, 2020, eliminates...
SEC Proposes Rules to Update Statistical Disclosure Requirements for Bank and Savings and Loan Registrants
On September 17, 2019, the Securities and Exchange Commission (the “SEC”) proposed rules that would update the statistical disclosures provided by banking registrants in response to Industry Guide 3, Statistical Disclosure by Bank Holding Companies (“Guide 3”). The proposal results...
SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements
The Securities and Exchange Commission has adopted final rules amending Regulation S-K and certain other rules and forms to modernize and simplify disclosure requirements. Among other matters, the amendments reduce and clarify the disclosures required in management’s discussion and analysis...
SEC Charges Additional Municipal Official With Securities Fraud In Connection With Oyster Bay Loan Guarantee Scheme
On March 1, 2018, the U.S. Securities and Exchange Commission (“SEC”) filed a complaint in U.S. District Court for the Eastern District of New York (“Court”) charging Leonard Genova, town attorney and deputy supervisor for the Town of Oyster Bay...
MSRB Comment Request on Draft FAQs Regarding Rule G-42 and Making Recommendations
On February 15, 2018, the Municipal Securities Rulemaking Board (“MSRB”) published Notice 2018-03 , requesting comment on draft frequently asked questions and proposed responses (“FAQs”). The draft FAQs address duties of non-solicitor municipal advisors related to providing “advice” and “recommendations”...
SEC's Office of Compliance Inspections and Examinations 2018 Examination Priorities
On February 7, 2018, the Office of Compliance Inspections and Examinations (“OCIE”) of the U.S. Securities and Exchange Commission (“SEC”) published its 2018 examination priorities . OCIE’s examination priorities are described in five categories: (1) matters of importance to retail...
Municipal Advisor Firm and Principal Charged with Fraudulent Practices and Breach of Fiduciary Duty as SEC Continues Enforcement Focus
The SEC charged registered municipal advisor Malachi Financial Products, Inc. and its principal Porter B. Bingham with violations of Sections 15B(a)(5) and 15B(c)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) and Municipal Securities Rulemaking Board (“MSRB”) Rule G-17...
Former Mayor Charged by SEC and DOJ with Securities Fraud and Pay-to-Play Scheme
On December 1, 2017, the U.S. Securities and Exchange Commission (“SEC”) filed a complaint in the U.S. District Court for the Northern District of Illinois charging David Webb, Jr. (“Webb”), mayor of Markham, Illinois from 2001 until May 3, 2017...
The CAM – A New Challenge
On October 23, 2017 the Securities and Exchange Commission (the “SEC”) issued its Release No. 34‐81916; File No. PCAOB‐2017‐01 in which the SEC approved, without change, the new auditing standard adopted by the Public Company Accounting Oversight Board (the “PCAOB”)...
OCIE Releases Risk Alert Regarding Advertisements of Investment Advisers
On September 14, 2017, OCIE published a Risk Alert identifying issues associated with Rule 206(4)(1) of the Investment Advisers Act of 1940 (the “Advertising Rule”). 1 The Risk Alert was based on observations of the OCIE staff after over 1,000...
SEC Will Not Enforce Part of the Conflict Minerals Disclosure Rule
On Friday, April 7, 2017, the acting Chief of the Securities and Exchange Commission (the “Commission”) Michael Piwowar released a statement that the Commission will not recommend enforcement of certain parts of its Conflict Minerals disclosure rule (Securities Exchange Act...
Frequently Asked Questions About the SEC's New Rules Requiring Hyperlinked Exhibits in Exchange Act and Securities Act Filings
On March 1, 2017, the Securities and Exchange Commission adopted changes to rules and forms that will require companies to provide hyperlinks to the exhibits listed in the exhibit index in most reports and registration statements filed under the Securities...
President Signs Repeal of the SEC's Extraction Payment Disclosure Rule
Further to our February 2, 2017
House Votes to Invalidate Extraction Payment Disclosure Rule
On February 1, 2017, the U.S. House of Representatives passed House Joint Resolution 41 to annul the Extraction Payment Disclosure Rule. The rule would require oil and gas companies to disclose in annual reports for fiscal years ending on or...