Insights

On January 24, 2024, almost two years after it was initially proposed, the U.S. Securities and Exchange Commission adopted final rules regarding special purpose acquisition companies, shell companies, and disclosure related to projections.

On December 14, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules (1) adding new conditions applicable to Rule 10b5-1 trading plans, (2) requiring disclosure of insider trading policies and procedures and the adoption, modification or termination of Rule 10b5-1 trading plans by directors and Section 16 officers, (3) amending disclosure requirements for equity compensation made to named executive officers close in time to an issuer’s disclosure of material nonpublic information and (4) amending Forms 4 and 5 to require reporting persons to identify transactions made pursuant to a Rule 10b5-1 trading plan and disclose all gifts of equity securities on Form 4.

Wisconsin has a new Uniform Limited Liability Company Law applicable to all Wisconsin LLCs unless existing LLCs opt out before December 31, 2022.

On March 30, 2022, the SEC proposed new rules and amendments regarding special purpose acquisition companies (SPACs), shell companies, and disclosure related to projections.

On March 27th, the Supreme Court issued a 1934 Act Rule 10b-5 opinion that will have implications for sponsors of private funds and their placement agents.

On January 12, 2015, the U.S. Court of Appeals for the Second Circuit held in Stratte-McClure v. Morgan Stanley that a failure to make a required disclosure under Item 303 of Regulation S-K in a Quarterly Report on Form 10-Q is an omission that can serve as the basis for a Section 10(b) securities fraud claim if (1) the omission satisfies the materiality requirements outlined in Basic v. Levinson, and (2) all of the other requirements to sustain an action under Section 10(b) are satisfied.