News and Insights

Client Alert: Fifth Circuit Court of Appeals Vacates the SEC’s Share Repurchase Disclosure Modernization Rule Amendments

On December 19, 2023, the US Court of Appeals for the Fifth Circuit (Fifth Circuit) issued a decision[1] vacating the share repurchase disclosure modernization rule amendments that the US Securities and Exchange Commission (SEC) adopted on May 3, 2023[2] (Repurchase Disclosure Rule Amendments), and reiterating the Fifth Circuit’s holding from its earlier October 31, 2023 decision[3] that the SEC had acted arbitrarily and capriciously, in violation of the Administrative Procedure Act, when it fai...READ MORE

Client Alert: SEC Stays the Effectiveness of the Share Repurchase Disclosure Modernization Rule Following Fifth Circuit Decision

On November 22, 2023, the US Securities and Exchange Commission (SEC), issued an order[1](Stay Order) staying the effectiveness of the SEC’s Share Repurchase Disclosure Modernization rule[2](Repurchase Rule) pending further SEC action. This step by the SEC follows an opinion issued on October 31, 2023, by the US Court of Appeals for the Fifth Circuit (Fifth Circuit) in Chamber of Commerce of the United States of America et al. v. SEC, in which the court found that the SEC had acted arbitrarily a...READ MORE

Client Alert: SEC Amends Schedules 13D and 13G Beneficial Ownership Reporting Rules and Filing Requirements

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rule amendments (the “Final Rules”) that implement various changes to the reporting and filing requirements under Regulation 13D-G[1] promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).[2] The Final Rules (1) accelerate certain filing deadlines for Schedules 13D and 13G, (2) extend the filing “cut-off” time for Schedules 13D and 13G from 5:30 p.m. eastern time to 10:00 p...READ MORE

SEC Staff Legal Bulletin 14M Rescinds Prior Staff Guidance and Implements More Company-Friendly Approaches to Shareholder Proposals under Rule 14a-8

On February 12, 2025, the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M) concerning shareholder proposals for public company proxy statements. SLB 14M rescinds the Staff’s social and ethical policy-focused Staff Legal Bulletin No. 14L (SLB 14L) from 2021, and will make it easier for a public company to exclude from its proxy statement certain types of shareholder proposals made by activist stockholders. SLB...READ MORE

SEC Adopts Final Rules for Climate-Related Disclosures as Controversy and Challenges Loom

On March 6, 2024, the Securities and Exchange Commission (“SEC”) issued an adopting release (Release Nos. 33-11275 and 34-99678), entitled The Enhancement and Standardization of Climate-Related Disclosures for Investors (the “Adopting Release”), which finalized new disclosure rules (“Final Rules”) that will require domestic and foreign companies to provide certain climate-related information in their registration statements and annual reports filed with the SEC, with some limited exceptions. Und...READ MORE

Delaware Court of Chancery Defines Controlling Stockholder Fiduciary Duties: In Re Sears Hometown and Outlet Stores, Inc. Stockholder Litigation

When do controlling stockholders, exercising their voting power or selling stock, owe fiduciary duties to a Delaware corporation and its minority stockholders? This thorny question in corporate law may have a new answer following a new landmark decision by the Delaware Court of Chancery....READ MORE