On July 27, 2023, the Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose material cybersecurity incidents and enhance and standardize periodic disclosure of cybersecurity risk management, strategy, and governance.On July 27, 2023, the Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose material cybersecurity incidents and
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SEC Division of Corporation Finance Issues Sample Comments to Enhance China-Specific Disclosures
On July 17, 2023, the Securities and Exchange Commission (SEC) Division of Corporation Finance (the Division) released sample comments regarding disclosures by companies based in or with a majority of their operations in China, referred to as “China-based Companies.” The Division notes that it has been monitoring disclosures by China-based Companies, including under the Holding…
SEC Share Repurchase Disclosure Rules Adopted and Already Challenged
On May 3, 2023, the Securities and Exchange Commission adopted final rules amending the disclosure requirements for repurchases of equity securities by domestic U.S. issuers, foreign private issuers and registered closed-end management investment companies that are exchange-traded. The final rules require issuers to provide disclosures of daily repurchase activity on a quarterly basis for domestic…
SEC Pushes Toward the Digital Age, Proposes to Eliminate More Paper-Based Filings
On March 22, 2023, the Securities and Exchange Commission (the SEC) proposed amendments that would require electronically submitting certain filings, including Securities and Exchange Act of 1934 (Exchange Act) forms, eliminating related paper-based filing requirements and compelling the use of XBRL or custom XML for certain submissions. The affected filings are primarily associated with self-regulatory…
House Financial Services Committee Scrutinizes Climate Disclosure Proposals
On February 22, 2023, the chairman of the House Financial Services Committee, Patrick McHenry, along with other Republican leaders in the House and Senate, released a letter (“the Letter”) to Chair Gary Gensler of the Securities and Exchange Commission (SEC), seeking information related to the recently proposed SEC climate disclosure rules.On February 22, 2023, the…
PCAOB Resets the Clock on Delisting for China-Based Companies Listed in the U.S.
On December 15, 2022, the Public Company Accounting Oversight Board (the PCAOB or the Board) announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong for the first time and issued its 2022 HFCAA Determination Report (collectively, the 2022 Determinations)[i] under…
SEC Adopts Final Rules on Rule 10b5-1 Trading Plans and Related Company Disclosure Obligations
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. The adopted amendments modify rules applicable to the affirmative defense to insider trading liability available for Rule 10b5-1 trading plans and also impose new disclosure requirements on issuers with respect to these trading…
SEC Division of Corporation Finance Issues Comments Regarding Recent Crypto Asset Market Disruptions
On December 8, 2022, the Securities and Exchange Commission (SEC) Division of Corporation Finance (the Division) released sample comments covering disclosure topics relating to crypto asset market exposure. The Division’s comments were issued in light of “[r]ecent bankruptcies and financial distress among crypto asset market participants” including several high-profile firms.On December 8, 2022, the Securities…
SEC Extends Deadline for Application of Rule 15c2-11 to Rule 144a Debt Securities
On November 30, 2022, the SEC issued a no-action letter to FINRA providing relief for brokers and dealers until January 4, 2025 from the application of Rule 15c2-11 under the Securities Exchange Act of 1934 to fixed income securities, including those issued in Rule 144A transactions. The no-action letter was issued in response to requests…
Hong Kong Stock Exchange Proposes New Listing Regime for Specialist Technology Companies
The Stock Exchange of Hong Kong Limited (SEHK) published the Consultation Paper on a Listing Regime for Specialist Technology Companies on October 19, 2022 (Consultation Paper) for the proposed introduction of a new Chapter 18C to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (Listing Rules) to enable…