15 Mar, 2024 SEC Fines an Advisory Firm $950,000 for Failing to Timely File a Schedule 13D By Giovanni Caruso In March 2024, an advisory firm settled charges with the U.S. Securities and Exchange Commission (SEC) that it failed to file a Schedule...
08 Mar, 2024 SEC Charges a Former CEO with Making False Statements Through an Anonymous Social Media Account By Giovanni Caruso Late last month, the U.S. Securities and Exchange Commission (SEC) charged the CEO of a public company with making false and misleading...
12 Feb, 2024 Many are still not aware of the new requirements under the Corporate Transparency Act By Giovanni Caruso A recent Wall Street Journal Article...
31 Jan, 2024 SEC Makes Clear It Is Serious About SPAC IPO Disclosures By Giovanni Caruso A requirement of the special purpose acquisition company (SPAC) structure is that the management team of a SPAC cannot have...
26 Jan, 2024 New SPAC Rules Adopted by the SEC By Giovanni Caruso On January 24, 2024, the U.S. Securities and Exchange Commission (SEC) adopted some of the rules relating to special purpose acquisition...
15 Dec, 2023 Director of the Division of Corporation Finance publishes Speech relating to Cybersecurity Disclosures By Giovanni Caruso On December 14, 2023, the Director of the Division of Corporate Finance published a speech (speech:...
01 Dec, 2023 Effectiveness of Share Repurchase Disclosure Modernization Rule Delayed By Giovanni Caruso On November 22, 2023, the U.S. Securities and Exchange Commission (SEC) postponed the effectiveness of the Share Repurchase Disclosure...
22 Nov, 2023 SEC clarifies limits of discretionary authority for proxies in connection with a stockholder vote By Giovanni Caruso In two compliance and disclosure interpretations (Proxy Rules and Schedules 14A/14C 139.08 and 139.09) the SEC clarified the limits of...
09 Nov, 2023 Reminder that Clawback Policies Are Required to Be Adopted No Later than Dec. 1, 2023 By Giovanni Caruso By Dec. 1, 2023, all publicly listed companies must adopt clawback policies that comply with listing standards adopted by the exchanges....
13 Oct, 2023 SEC Adopts Amendments to Schedules 13D/13G (Rules Governing Beneficial Ownership Reporting) By Giovanni Caruso On October 10, 2023, the U.S. Securities and Exchange Commission (SEC) adopted rule amendments relating to Schedule 13D and Schedule 13G...
27 Sep, 2023 Division of Corporation Finance Q&As from 2018/2019 Government Shutdown By Giovanni Caruso Given the potential government shutdown, I sought to locate the U.S. Securities and Exchange Commission's (SEC) guidance about...
18 Sep, 2023 Will Companies Operating in China Begin Having to Make More Extensive Disclosures Relating to China Risk? By Giovanni Caruso Over the last couple of years, the U.S. Securities and Exchange Commission (SEC) has focused on the disclosures that China-based...