Rule 15c2-11 under the Securities Exchange Act of 1934 (Exchange Act) governs when dealers can publish quotations for securities. In September 2020, the U.S. Securities and Exchange Commission (SEC) amended the rule prohibiting them from publishing quotes when current information about the issuer isn’t publicly available. In 2021, the Staff in the Division of Trading and Markets issued a no-action letter (the No-Action Letter) that clarified its position that Rule 15c2-11 applies to all securities, including fixed-income securities as well as equity securities, but provided limited-time relief ..read more

We are looking forward to presenting at the Society for Corporate Governance: Southeastern Chapter Fall Conference & Annual Meeting. Kevin will speak on a panel titled, “SEC Updates: What’s Hot for Corp Fin and Enforcement?” with Dave Brown, Supervisory Archivist at United States Securities and Exchange Commission; Jason Outlaw, Senior Associate in Securities Litigation Group at Alston & Bird LLP and Mellissa Campbell Duru, Vice Chair of ESG practice at Covington & Burling LLP (moderator). Sehrish will moderate a panel titled, “Tackling Governance and Disclosure Challenges in ESG ..read more

Don’t miss our upcoming webinar,  Effective Strategies in Preparing SEC’s Pay versus Performance Disclosure on Thursday, November 3 from 11:00 p.m. – 11:45 p.m. CT. To register, please click here. Please join the Bass, Berry & Sims Corporate & Securities Practice Group for a series of complimentary webinars exploring various public company-related securities law issues. These CLE programs will be an extension of our Securities Law Exchange Blog and will feature timely and practical guidance for SEC disclosure counsel on key topics of interest. On August 25, 2023, the SEC adopted ..read more

As proxy preparation season approaches, the Security Exchange Commission (SEC)’s new pay versus performance (PVP) disclosure rules will present new and unique challenges for many public companies. For example, small reporting companies will not be exempt from the disclosure requirements because they are exempt from providing a compensation, disclosure and analysis section (CD&A) in their proxy statement. Without a requirement to prepare a CD&A, a number of these companies do not have experience presenting performance measures in granular detail in their disclosures. In advance of prepa ..read more