A Busy Holiday Season at the SEC

The SEC was busy in the weeks before the holiday season, taking several significant actions.  Here is a summary you can use to explore each development.

Latest Reg Flex Agenda

The SEC published its latest regulatory agenda, which you can review here.  Key issues to be addressed in the near-term include climate change and human capital resources disclosures.  Cybersecurity risk governance is also on the agenda.

Proposed New Rules for 10b5-1 Plans

On December 15, 2021, the SEC proposed amendments to Rule 10b5-1 to “strengthen the affirmative defense to insider trading” provided by the rule.  Details are in this related Fact Sheet and the Proposed Rule.  One significant change would be a 120-day cooling-off period before trading could begin under a plan.

Proposed New Rules and Disclosures for Stock Buybacks

On December 15, 2021, the SEC proposed amendments to its rules requiring disclosure about repurchases of equity securities.  You can read more in this Fact Sheet and the Proposed Rule.  Companies would be required to provide a new Form SR before the end of the first business day following a buyback.  In addition, periodic disclosures would include disclosure of the objective of share repurchases and any related process.

CorpFin Announcement Personally Identifiable Information in Rule 14a-8 Submissions

On December 17, 2021, CorpFin issued this Announcement requiring companies to redact all personally identifiable and any other related sensitive information from Rule 14a-8 submissions related to shareholder proposals.  The announcement also addresses how shareholder proponents should limit the amount of personally identifiable and sensitive information they include in correspondence to only information required to establish their eligibility to submit a proposal.

As always, your thoughts and comments are welcome!

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