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Articles by Gerald Guarcini
New 2025 Annual Report Requirements for PA Corporations, Nonprofits, and Associations | JD Supra
The Pennsylvania Associations Code now requires annual reports to be filed as a result of Pennsylvania Act 122 (the Act), which will affect Pennsylvania entities or associations, as well as foreign entities or associations authorized to do business in the Commonwealth. Associations should begin reviewing the requirements and make applicable filings to remain in compliance with Pennsylvania law. The first deadline for associations subject to the filing is on or before June 30, 2025.
SEC Adopts Rules to Enhance and Standardize Climate-Related Disclosure | JD Supra
Summary The Securities and Exchange Commission (SEC) adopted rules expanding climate-related disclosure requirements in annual reports and registration statements for U.S. public companies and foreign private issuers. The final rules, which scale back requirements in the proposed rules, are meant to provide enhanced, reliable, and comparable information to investors about the financial and other effects of climate-related impacts on public companies.
SEC Adopts Rules to Enhance and Standardize Climate-Related Disclosure
Summary The Securities and Exchange Commission (SEC) adopted rules expanding climate-related disclosure requirements in annual reports and registration statements for U.S. public companies and foreign private issuers. The final rules, which scale back requirements in the proposed rules, are meant to provide enhanced, reliable, and comparable information to investors about the financial and other effects of climate-related impacts on public companies.
Review of the Accredited Investor Definition Under Dodd-Frank | JD Supra
Summary On December 14, 2023, the Securities and Exchange Commission (SEC) released a staff report on the definition of accredited investor, examining the current status of the accredited investor pool and discussing several proposals to modify the definition of accredited investor. The Upshot This is the third such staff report on this topic after the SEC evaluated the definition of accredited investor in 2015 and 2019.
Review of the Accredited Investor Definition Under Dodd-Frank
Summary On December 14, 2023, the Securities and Exchange Commission (SEC) released a staff report on the definition of accredited investor, examining the current status of the accredited investor pool and discussing several proposals to modify the definition of accredited investor. The Upshot This is the third such staff report on this topic after the SEC evaluated the definition of accredited investor in 2015 and 2019.
SEC Modernizes Beneficial Ownership Reporting Rules | JD Supra
Summary On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act) that accelerate filing deadlines for both initial filings of, and amendments to, Schedules 13D and Schedules 13G.
SEC Modernizes Beneficial Ownership Reporting Rules
Summary On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act) that accelerate filing deadlines for both initial filings of, and amendments to, Schedules 13D and Schedules 13G.
SEC Adopts Amendments Regarding Share Repurchase Disclosure Modernization | JD Supra
On May 3, 2023, the SEC adopted amendments relating to disclosures of an issuer’s share repurchases.
SEC Adopts Amendments Regarding Share Repurchase Disclosure Modernization
On May 3, 2023, the SEC adopted amendments relating to disclosures of an issuer’s share repurchases.
SEC Adopts Amendments Regarding Rule 10b5-1 Trading Arrangements and Related Disclosures | JD Supra
Summary The Securities and Exchange Commission on December 14, 2022, adopted final rules to amend Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (Exchange Act). The amendments apply a cooling-off period on persons other than the issuer, impose a certification requirement on directors and officers, and limit the ability of persons other than the issuer to use multiple overlapping Rule 10b5-1 plans.
SEC Adopts Disclosure Rules on Pay-Versus-Performance | JD Supra
The Securities and Exchange Commission (SEC) last month adopted amendments to rules requiring most reporting companies to publish pay versus performance information in certain proxy statements and information statements. The new rules now require: A table with data comparing the compensation of the registrant’s CEO and other named executive officers (NEOs) to specified financial performance measures is required to be published for most reporting companies.
SEC Amends Whistleblower Program Rules | JD Supra
Section 21F of the Securities Exchange Act of 1934 (the Exchange Act) governs the Securities and Exchange Commission (the SEC or the Commission) whistleblower program. The program pays awards to eligible whistleblowers who voluntarily provide the SEC with original information relating to a violation of federal securities laws that leads to successful enforcement proceedings in certain judicial or administrative actions or non-SEC related actions.
SEC Proposes Revisions to Shareholder Proposal Rules | JD Supra
The Securities and Exchange Commission (SEC) last month proposed revisions to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act), which require companies subject to the federal proxy rules to include shareholder proposals in their proxy statements, subject to certain requirements.
SEC Proposes New Rules for SPACs to Enhance Disclosure and Investor Protection | JD Supra
Summary The Securities and Exchange Commission (SEC) has proposed new rules to address the way special purpose acquisition companies (SPACs) are regulated. The new rules would enhance the disclosure requirements of a de-SPAC transaction, increase the technical requirements for SPACs, and expand underwriter liability. The Upshot In the past two years, IPOs involving SPACs have raised an unprecedented $240 billion, partially due to a streamlined IPO and de-SPAC process.
SEC Proposes Rule Amendments to Modernize Beneficial Ownership Reporting | JD Supra
Summary The Securities and Exchange Commission (SEC) is proposing to amend certain rules that govern beneficial ownership reporting. The proposed amendments include comprehensive changes to Regulation 13D-G and Regulation S-T to modernize the beneficial ownership reporting requirements and improve their operation and efficacy. The Upshot The proposed amendments would accelerate the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G.
SEC Proposes Changes Relating to Rule 10b5-1 Trading Plans and Disclosure Requirements | JD Supra
Summary For the past 20 years, publicly-traded companies have employed 10b5-1 trading plans that allow company insiders to trade the company’s stock even while in possession of material nonpublic information. The Securities and Exchange Commission (SEC) recently issued a proposal that would require heightened disclosure for Rule 10b5-1 trading plans and a more stringent interpretation of Rule 10b5-1(c) that would preclude using a Rule 10b5-1 plan as a defense in many situations.
SEC Proposes Changes to Disclosure Requirements Relating to Share Repurchases | JD Supra
Summary The Securities and Exchange Commission (SEC) recently issued a proposal that would require more detailed and frequent disclosure of issuer share repurchases, often referred to as stock buybacks.
The SEC’s New Staff Legal Bulletin: A Strengthening of the ESG Framework | JD Supra
Summary The Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued a new SEC Staff Legal Bulletin outlining its views on excluding shareholder proposals under Rule 14a-8(i)(5), the economic relevance exception, and Rule 14a-8(i)(7), the ordinary business exception. The Upshot The SEC provided an update to Rule 14a-8 in order to streamline the process of reviewing no-action requests and to clarify the standards it will apply moving forward.
The SEC’s Open Comment Letter on Climate Change Disclosure: What Public Companies Should Be Doing Now | JD Supra
Summary Public companies should enhance their disclosure on the impact of climate change in line with the SEC’s open comment letter issued on September 29, 2021. The Upshot In an open comment letter posted on September 29, 2021, the SEC provided guidance to issuers on disclosures relating to the impact of climate change. Public companies should seek to incorporate the disclosure principles reflected in this open comment letter into this year’s Annual Report on Form 10-K.
SEC Approves Nasdaq's Board Diversity Rules | JD Supra
Summary The Securities and Exchange Commission (SEC) approved the Nasdaq Stock Market’s proposed listing rules regarding board diversity, which will require companies to have at least two diverse directors or explain why they do not. The Upshot The new rules require a Nasdaq-listed company to disclose self-identified board demographic data on an annual basis. Most companies will also be required to have at least two diverse directors or provide an explanation for why it does not.
SEC's Acting Director Of Division Of Corporation Finance Addresses ESG Disclosure Framework
United States: SEC's Acting Director Of Division Of Corporation Finance Addresses ESG Disclosure Framework 16 March 2021 by Gerald J. Guarcini , April Hamlin and Jaryn Fields Ballard Spahr LLP To print this article, all you need is to be registered or login on Mondaq.com.
SEC’s Acting Director of Division of Corporation Finance Addresses ESG Disclosure Framework | JD Supra
John Coates, the Acting Director of the Division of Corporation Finance of the Securities and Exchange Commission (SEC), issued a public statement entitled “ESG Disclosure – Keeping Pace with Developments Affecting Investors, Public Companies and the Capital Markets” in connection with the 33rd Annual Tulane Corporate Law Institute.
SEC Rule Amendments Aim to Improve Exempt Offering Framework | JD Supra
Summary Recent Securities and Exchange Commission rule amendments for exempt offerings are intended to harmonize registration exemptions to eliminate complexity and facilitate access to capital and investment—while preserving or enhancing important investor protections, the SEC says.
SEC Modernizes Shareholder Proposal Rule | JD Supra
SUMMARY The Securities and Exchange Commission announced that it adopted amendments to modernize Rule 14a-8—the shareholder proposal rule, which governs the process for a shareholder to have its proposal included in a public company’s proxy statement. THE UPSHOT Last year, the Commission proposed amendments to Rule 14a-8. After taking into consideration the public comments and feedback received, the Commission adopted all but one of the proposed amendments in substantially the form proposed.
SEC Adopts Rule Amendments to Modernize Certain Disclosures Under Regulation S-K | JD Supra
SUMMARY By a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) has adopted amendments designed to modernize the disclosure requirements involving description of business (Item 101), legal proceedings (Item 103), and risk factors (Item 105) under Regulation S-K. According to the SEC, the amendments are intended to reflect changes in the capital markets, simplify disclosure requirements, and make disclosure documents more readable.
SEC Broadens ‘Accredited Investor’ Definition to Give More Investors Access to Private Offerings | JD Supra
SUMMARY The Securities and Exchange Commission voted 3-2 last week to adopt amendments to the “accredited investor” definition, one of the tests the SEC uses to determine eligibility to invest in unregistered private offerings of securities.
SEC Adopts Amendments to Financial Disclosures about Acquisitions and Dispositions of Businesses | JD Supra
On May 21, 2020, the Securities and Exchange Commission (the SEC) announced the adoption of amendments to certain rules and forms relating to financial disclosures about acquisitions and dispositions of businesses “to improve for investors the financial information about acquired or disposed businesses, facilitate more timely access to capital, and reduce the complexity and costs to prepare the disclosure.” The amendments primarily affect Regulation S-X and related rules and forms.
SEC’s Division of Corporation Finance Releases Four COVID-19 Related FAQs | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Forms Cross-Divisional COVID-19 Market Monitoring Group and Announces Investor Advisory Committee Meeting | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
U.S. Treasury Provides Guidance on Paycheck Protection Program, Demands Repayment From Applicants With ‘Adequate Sources of Liquidity’ | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
NYSE and NASDAQ Provide Temporary Listing Compliance Relief for Certain Listed Companies | JD Supra
In response to the COVID-19 pandemic, both the New York Stock Exchange (NYSE) and The Nasdaq Stock Market LLC (Nasdaq) have sought to provide temporary relief for certain listed companies on their respective exchanges.
SEC Chairman and Division of Corporation Finance Director Release Public Statement on COVID-19 Impact Disclosure in Earnings Announcements and Calls | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Delaware Issues Modified Order Relating to Remote Meeting of Shareholders and Shareholder Notices | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Disclosing COVID-19 Risks and Impacts in Connection with Municipal Securities | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Releases Two Additional C&DIs Related to Its COVID-19 Order Extending Certain Conditional Exemptions from Reporting and Proxy Delivery Requirements | Ballard Spahr LLP - JDSupra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Provides Filing Extension for Reporting Companies and Individuals Affected by Coronavirus | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Order Provides Relief for Reporting Companies Affected by COVID-19 | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Allows ‘Test-the-Waters’ Communications for All Issuers | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Proposes to Modernize, Improve, and Simplify Disclosure Framework Under Regulation S-K | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Proposes to Modernize, Improve, and Simplify Disclosure Framework Under Regulation S-K
August 13, 2019 New FERC Data Collection Requirements for Market-Based Rate Sellers by: Ruta Kalvaitis Skučas Carbon Markets Roundup: Summer 2019 by: Brook J. Detterman and David C. Weber New York State Enacts Law Prohibiting Religious Discrimination Based... by: Evandro C Gigante and Arielle E. Kobetz California Legislature Considers Electronic Notification for... by: Tressi L. Cordaro Availability of Adding Arbitration to Admission Agreements by: Stacy C.
SEC Proposes Amendments to Financial Disclosures about Business Acquisitions and Dispositions | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
An In-Depth Look at SEC's Proposed 'Test-the-Waters' Expansion | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Adopts Final Rule Expanding Regulation A Exemption to Exchange Act Reporting Companies | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Adopts Final Rule Expanding Regulation A Exemption to Exchange Act Reporting Companies
Friday, December 28, 2018 The Securities and Exchange Commission (SEC) last week adopted a final rule amending Regulation A to broaden eligibility for its exemption from full SEC registration. The amendments will soon allow "reporting companies"—entities subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act)—to rely on the Regulation A exemption from some SEC reporting requirements for securities offerings.
SEC Consumer Advocates Launch Misguided Preemptive Attack on Arbitration Clauses | JD Supra
JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations. This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services").
New SEC Thresholds in Definition of Smaller Reporting Company Effective September 10 | JD Supra
JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations. This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services").
The Definition of a Whistleblower Under the Dodd-Frank Act is Shrinking | JD Supra
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SEC and CFTC Issue Joint Statement on Virtual Currency Enforcement Actions
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SEC Expands Popular JOBS Act Benefit to All Companies Filing Registration Statements
Starting July 10, 2017, all companies filing certain registration statements may take advantage of a popular benefit currently allowed only to Emerging Growth Companies (EGCs) under the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, enacted in April 2012, required the U.S. Securities and Exchange Commission (SEC) to draft rules to facilitate fundraising, disclosure, and registration while also protecting investors.
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