Client Alerts - GableGotwals

Securities Alert – The Share Repurchase Disclosure Modernization Rule Has Been Stayed

On October 31, 2023, the U.S. Fifth Circuit Court of Appeals (the “Fifth Circuit”) held in Chamber of Commerce of the USA v. SEC, that when the SEC adopted the Share Repurchase Disclosure Modernization rule (the “Repurchase Rule”), the “SEC acted arbitrarily and capriciously, in violation of the APA, when it failed to respond to the petitioners’ comments and failed to conduct a proper cost-benefit analysis.”

Securities Alert – New Disclosure in Upcoming SEC Filings

The SEC has adopted a number of substantive new rules that will require new disclosures as soon as December 18, 2023 for material cybersecurity incidents on Form 8-K.

Securities Alert – The SEC Adopts Amendments to Beneficial Ownership Reporting

On October 10, 2023, the SEC adopted final rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. These sections, along with Regulations 13D and 13G, require an investor who beneficially owns more than 5% of a covered class of equity securities to publicly file either a Schedule 13D (investors with control intent) or a Schedule 13G (investors without a control intent).

Tribal Alert – Upcoming Tribal Responsibilities Under the Corporate Transparency Act

On September 29, 2022, the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Treasury, released final rules implementing Section 6403 of the Corporate Transparency Act. The CTA was enacted to combat money laundering, terrorist financing, corruption, tax fraud, and other illicit activity. Given the CTA’s application to various tribal entities and citizens, and the importance of reporting, there are a number of specific requirements tribal nations must be aware of.

White-Collar Defense Alert – Recent Amendment to the U.S. Sentencing Guidelines Allows for More Lenient Sentencing of Nonviolent First-Time Offenders

Earlier this year, the U.S. Sentencing Commission voted to approve several amendments to the U.S. Sentencing Guidelines, including promulgating a new guideline at §4C1.1, entitled Adjustments for Certain Zero-Point Offenders, thus paving the way for more lenient sentences for certain nonviolent, first-time offenders.

Employment Alert – Employers Should Prepare: The Labor Department Plans Major Salary Threshold Increase for Exempt Status

On August 30, 2023, the US Department of Labor published a new proposed rule to raise the annual salary level threshold for exempt workers to $55,068 per year. This new rule could become law in 2024.

Business Alert – Upcoming Individual and Corporate Responsibilities Under the Corporate Transparency Act

On September 29, 2022, the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Treasury, released final rules (the “Final Rules”) implementing Section 6403 of the Corporate Transparency Act (“CTA”). The CTA was enacted to combat money laundering, terrorist financing, corruption, tax fraud, and other illicit activity.

Securities Alert – SEC Approves Public Company Cybersecurity Disclosure Requirements

The rule, proposed in March 2022, includes requirements about current disclosure of material cybersecurity incidents, and periodic disclosures about a registrant’s processes to assess, identify, and manage material cybersecurity risks.