{"description":"Documents matching '33-11138' and from Securities and Exchange Commission","count":8,"total_pages":1,"results":[{"title":"Holding Foreign Insiders Accountable Act Disclosure","type":"Rule","abstract":"The Securities and Exchange Commission (\"Commission\") is adopting final amendments to certain of its rules and forms under the Securities Exchange Act of 1934 (\"Exchange Act\") to reflect the requirements of the Holding Foreign Insiders Accountable Act (\"HFIA Act\"). The HFIA Act amended Section 16(a) of the Exchange Act to require directors and officers of a foreign private issuer with a class of equity securities registered under Section 12 of the Exchange Act to provide disclosure of their beneficial ownership and transactions involving the issuer's equity securities. The final amendments revise the Commission's rules and forms to reflect these statutory requirements.","document_number":"2026-04202","html_url":"https://www.federalregister.gov/documents/2026/03/03/2026-04202/holding-foreign-insiders-accountable-act-disclosure","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2026-03-03/pdf/2026-04202.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2026-04202.pdf?1772459117","publication_date":"2026-03-03","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"78j and 17 CFR 240.10b-5.\n \n \n \n \n 33 \n  For a comprehensive discussion of the economics of trading on the basis of MNPI and the evidence on its implications for investors and the capital markets, \n see Insider Trading Arrangements and Related Disclosures, \n Release No. <span class=\"match\">33-11138</span>, at 118-27 (Dec. 14, 2022) [87 FR 80362, 80394-97 (Dec. 29, 2022)].\n \n \n \n Under the current reporting framework, the information currently available to investors and other market participants regarding the trading and beneficial ownership positions of FPI directors and"},{"title":"Adoption of Updated EDGAR Filer Manual","type":"Rule","abstract":"The Securities and Exchange Commission (\"Commission\") is adopting amendments to Volume II of the Electronic Data Gathering, Analysis, and Retrieval system (\"EDGAR\") Filer Manual (\"Filer Manual\") and related rules and forms. EDGAR Release 23.1 will be deployed in the EDGAR system on March 20, 2023.","document_number":"2023-08216","html_url":"https://www.federalregister.gov/documents/2023/04/20/2023-08216/adoption-of-updated-edgar-filer-manual","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2023-04-20/pdf/2023-08216.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2023-08216.pdf?1681908315","publication_date":"2023-04-20","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"updated to include a new checkbox to allow filers to identify whether the reported transaction was subject to a contract, instruction, or written plan intended to meet the conditions of Rule 10b5-1(c).\n \n \n \n 3 \n  Insider Trading Arrangements and Related Disclosures, Release <span class=\"match\">33-11138</span> (Dec. 14, 2022) [87 FR 80362 (Dec. 29, 2022)].\n \n \n \n Further, on February 21, 2023, the Commission adopted amendments extending Form 144 EDGAR filing hours to 10 p.m. Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect (Eastern time)"},{"title":"Insider Trading Arrangements and Related Disclosures","type":"Rule","abstract":null,"document_number":"C1-2022-27675","html_url":"https://www.federalregister.gov/documents/2023/04/07/C1-2022-27675/insider-trading-arrangements-and-related-disclosures","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2023-04-07/pdf/C1-2022-27675.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/C1-2022-27675.pdf?1680785137","publication_date":"2023-04-07","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":""},{"title":"Insider Trading Arrangements and Related Disclosures","type":"Rule","abstract":"We are adopting amendments to the rule under the Securities Exchange Act of 1934 (\"Exchange Act\") that provides affirmative defenses to trading on the basis of material nonpublic information in insider trading cases. The amendments add new conditions to this rule that are designed to address concerns about abuse of the rule to trade securities opportunistically on the basis of material nonpublic information in ways that harm investors and undermine the integrity of the securities markets. We are also adopting new disclosure requirements regarding the insider trading policies and procedures of issuers, the adoption and termination (including modification) of plans that are intended to meet the rule's conditions for establishing an affirmative defense, and certain other similar trading arrangements by directors and officers. In addition, we are adopting amendments to the disclosure requirements for director and executive compensation regarding equity compensation awards made close in time to the issuer's disclosure of material nonpublic information. Finally, we are adopting amendments to Forms 4 and 5 to require filers to identify transactions made pursuant to a plan intended to meet the rule's conditions for establishing an affirmative defense, and to require disclosure of bona fide gifts of securities on Form 4.","document_number":"2022-27675","html_url":"https://www.federalregister.gov/documents/2022/12/29/2022-27675/insider-trading-arrangements-and-related-disclosures","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2022-12-29/pdf/2022-27675.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2022-27675.pdf?1672235117","publication_date":"2022-12-29","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":""},{"title":"Semiannual Reporting","type":"Proposed Rule","abstract":"The Securities and Exchange Commission (\"Commission\") is proposing amendments to allow companies to file semiannual reports on new Form 10-S in lieu of quarterly reports on Form 10-Q to meet their interim reporting obligations under the Securities Exchange Act of 1934 (\"Exchange Act\"). The Commission is also proposing changes to the financial statement requirements of Regulation S-X to facilitate semiannual reporting and to simplify rules regarding the age of financial statements.","document_number":"2026-09095","html_url":"https://www.federalregister.gov/documents/2026/05/07/2026-09095/semiannual-reporting","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2026-05-07/pdf/2026-09095.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2026-09095.pdf?1778071532","publication_date":"2026-05-07","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"shareholder value)). For a comprehensive discussion of the economics of trading on the basis of material non-public information and the evidence on its implications for investors and the capital markets, see \n Insider Trading Arrangements and Related Disclosures, \n Release No. <span class=\"match\">33-11138</span>, at 118-27 (Dec. 14, 2022) [87 FR 80362, 80394-97 (Dec. 29, 2022)].\n \n \n \n \n 287 \n  J.C. Bettis, et al., \n Corporate Policies Restricting Trading by Insiders, \n 57 J. Fin. Econ. 191 (2000); Darren T. Roulstone, \n The Relation Between Insider-Trading Restrictions and Executive"},{"title":"Registered Offering Reform","type":"Proposed Rule","abstract":"The Securities and Exchange Commission (\"Commission\") is proposing amendments that are intended to facilitate capital formation in the public securities markets. Specifically, the proposed amendments would make Form S-3 and the ability to conduct shelf offerings available to significantly more issuers, extend certain benefits currently reserved for \"well-known seasoned issuers\" to a broader set of issuers, and modernize Form S-1 by expanding the ability to incorporate information by reference into that form. The proposed amendments also would make conforming changes to the registration, communication, and offering process for certain business development companies and registered closed-end investment companies that register securities on Form N-2. We also are proposing to amend the communication rules to permit broad-based advertising for certain insurance products. In addition, we are proposing certain other amendments that are intended to modernize certain rules. Finally, to mitigate the costs and complexity of conducting a registered offering, the proposed amendments would preempt State securities law registration and qualification requirements for all registered offerings.","document_number":"2026-10373","html_url":"https://www.federalregister.gov/documents/2026/05/26/2026-10373/registered-offering-reform","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2026-05-26/pdf/2026-10373.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2026-10373.pdf?1779453911","publication_date":"2026-05-26","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"33-10997 (Oct. 13, 2021) [86 FR 70166 (Dec. 9, 2021)]; FAST Act Adopting Release. More recently, the Commission has adopted additional disclosures requirements subject to XBRL and Inline XBRL. \n See, e.g., Insider Trading Arrangements and Related Disclosures, \n Release No. <span class=\"match\">33-11138</span> (Dec. 14, 2022) [87 FR 80362 (Dec. 29, 2022)]; \n Pay Versus Performance, \n Release 34-95607 (Aug. 25, 2022) [87 FR 55134 (Sept. 8, 2022)].\n \n \n \n \n 174 \n  At this time, we are not proposing corollary amendments to 17 CFR 230.144(c)(1)(ii) and General Instruction A.3(b) of"},{"title":"Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure","type":"Rule","abstract":"The Securities and Exchange Commission (\"Commission\") is adopting new rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies that are subject to the reporting requirements of the Securities Exchange Act of 1934. Specifically, we are adopting amendments to require current disclosure about material cybersecurity incidents. We are also adopting rules requiring periodic disclosures about a registrant's processes to assess, identify, and manage material cybersecurity risks, management's role in assessing and managing material cybersecurity risks, and the board of directors' oversight of cybersecurity risks. Lastly, the final rules require the cybersecurity disclosures to be presented in Inline eXtensible Business Reporting Language (\"Inline XBRL\").","document_number":"2023-16194","html_url":"https://www.federalregister.gov/documents/2023/08/04/2023-16194/cybersecurity-risk-management-strategy-governance-and-incident-disclosure","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2023-08-04/pdf/2023-16194.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2023-16194.pdf?1691070880","publication_date":"2023-08-04","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"new rule banning trading by insiders during the time period between the materiality determination and disclosure.\n \n \n \n 140 \n  \n United States \n v. \n O'Hagan, \n 521 U.S. 642 (1997).\n \n \n \n \n 141 \n  \n See Insider Trading Arrangements and Related Disclosures, \n Release No. <span class=\"match\">33-11138</span> (Dec. 14, 2022) [87 FR 80362 (Dec. 29, 2022)].\n \n \n \n A number of commenters raised concerns about conflicts with other Federal laws and regulations. Of the Federal laws and regulations that we reviewed and commenters raised concerns with, we have identified one conflict"},{"title":"Share Repurchase Disclosure Modernization","type":"Rule","abstract":"The Securities and Exchange Commission (\"Commission\") is adopting amendments to modernize and improve disclosure about repurchases of an issuer's equity securities that are registered under the Securities Exchange Act of 1934. The amendments require additional detail regarding the structure of an issuer's repurchase program and its share repurchases, require the filing of daily quantitative repurchase data either quarterly or semi-annually, and eliminate the requirement to file monthly repurchase data in an issuer's periodic reports. The amendments also revise and expand the existing periodic disclosure requirements about these repurchases. Finally, the amendments add new quarterly disclosure in certain periodic reports related to an issuer's adoption and termination of certain trading arrangements.","document_number":"2023-09965","html_url":"https://www.federalregister.gov/documents/2023/06/01/2023-09965/share-repurchase-disclosure-modernization","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2023-06-01/pdf/2023-09965.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2023-09965.pdf?1685537119","publication_date":"2023-06-01","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"the context of this rulemaking.\n 19 \n \n \n \n \n 17 \n  \n Rule 10b5-1 and Insider Trading, \n Release No. 33-11013 (Jan. 13, 2022) [87 FR 8686 (Feb. 15, 2022)] (“Rule 10b5-1 Proposing Release”).\n \n \n \n \n 18 \n  \n Insider Trading Arrangements and Related Disclosure, \n Release No. <span class=\"match\">33-11138</span> (Dec. 14, 2022) [87 FR 80362 (Dec. 29, 2022)] (“Rule 10b5-1 Adopting Release”).\n \n \n \n \n 19 \n  \n See, e.g., \n letters on the Rule 10b5-1 Proposing Release from Cravath, Swaine &amp; Moore LLP (Mar. 31, 2022) and Simpson Thacher &amp; Bartlett LLP (Mar. 31, 2022). We have"}]}