By Robert Loesch, Glenn Morrical, and Kristen Baracy

On June 21, 2023, we published a lingua negoti blog post reviewing the SEC’s adoption of final rules designed to strengthen disclosures about a company’s repurchases of its own shares. On October 31, 2023, the U.S. Court of Appeals for the…

By Glenn Morrical and Robert Loesch

The Securities and Exchange Commission (“SEC”) has adopted rule changes focusing on investment advisers to private funds, such as hedge funds, private equity funds, and venture capital funds. Despite the focus on advisers to private funds, one of the changes applies to all investment…

By Robert Loesch, Glenn Morrical, and Kristen Baracy

On July 26, 2023, the Securities and Exchange Commission (“SEC”), by a 3-2 vote, approved new disclosure rules designed to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies that are subject to the reporting…

By Kristen Baracy, Robert Loesch, and Glenn Morrical

On May 3, 2023, the Securities and Exchange Commission (“SEC”) adopted by a 3-2 party-line vote final rules designed to strengthen disclosures about an issuer’s repurchases of its own shares. The adopting release is available at the SEC’s website here.

As…

By Robert Loesch and Glenn Morrical

On December 15, 2021, the SEC proposed amendments that add new conditions to the availability of the affirmative defense under Rule 10b5-1 to insider trading liability and new disclosure requirements under Rule 10b5-1 for trading plans.

Since 2000, Rule 10b5-1 has provided company insiders…

By Glenn Morrical and Robert Loesch

On December 15, 2021, the Securities and Exchange Commission (“SEC”) proposed amendments that would strengthen its rules regarding disclosure about an issuer’s repurchases of its own shares. Share buybacks have become a controversial matter in public markets in recent years (for example, see our…

On December 18, 2018, the SEC at long last adopted final rules adding new Item 407(i) to Regulation S-K requiring disclosure about a company's practices and policies regarding hedging in the company's securities by directors and employees.

This year, many companies have announced stock repurchase programs as a result of the influx, or expected influx, of cash resulting from the Tax Cuts and Jobs Act. Despite companies having completely appropriate and legitimate reasons for using their capital to repurchase stock, there are critics of corporate stock repurchase programs who question (i) whether stock repurchases are beneficial to shareholders and (ii) the underlying reasons why companies decide to repurchase their own stock. In this post, Bob Loesch explains why the criticism is unwarranted, misinformed, or in the nature of second guessing the board’s exercise of its fiduciary duties.

In the wake of recent notable data breaches, the United States Securities and Exchange Commission issued an interpretive release designed to improve the timeliness and accuracy of public companies’ disclosures of cybersecurity risks and incidents and prevent insider trading.  The SEC’s guidance release and this post raise several issues and concerns that all companies, regardless of size and ownership, need to take seriously to improve their cybersecurity planning and legal compliance.

By Glenn Morrical

In a recent post I noted that if an entrepreneur finances a business by borrowing from friends, family and business contacts, he or she is probably engaged in a securities offering. A related issue is which state securities laws apply to that offering—or to…