Important developments in U.S. securities law, white collar criminal defense, regulatory enforcement and other emerging issues impacting financial services institutions, publicly traded companies and private investment funds

Louis Rambo

Partner

lrambo@proskauer.com

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Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He concentrates his practice on regulatory matters under the federal securities laws and advises companies on general corporate and transactional issues, including public disclosure, federal and state proxy requirements, debt and equity securities transactions, business combinations and corporate and board governance. Prior to joining the Firm, Louis served as an attorney in the Division of Corporation Finance with the Securities and Exchange Commission.

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SEC Adopts Amendments to Rule 10b5-1 and Related Disclosure Requirements

On December 14, 2022, the SEC adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 and added related new disclosure requirements. Rule 10b5-1 provides an affirmative defense to insider trading liability for individuals and companies in circumstances where, subject to certain conditions, the trade was pursuant to a written plan adopted when … Continue Reading

SEC Issues New Guidance Regarding Russia Sanctions and Public Company Disclosures

By Frank Zarb, Louis Rambo, Seetha Ramachandran, Julia Alonzo and Michael Guggenheim on May 17, 2022 Posted in International, SEC Enforcement, Securities Regulatory

In response to Russian President Vladimir Putin’s decision to invade Ukraine in February, the U.S. government announced sweeping sanctions against Russia. As the conflict nears the three-month mark, businesses around the world are continuing to address compliance with these sanctions. To that end, the SEC recently issued guidance on how companies affected by the Russian … Continue Reading

SEC Proposes Extensive New Rules Applicable to SPACs and de-SPAC Transactions

By Julia Alonzo, Corey I. Rogoff, Steven R. Burwell, Peter Castellon, Michael Choate, Steven L. Lichtenfeld, Ben Orlanski, Louis Rambo, Frank Zarb and Simon J. Wood on April 15, 2022 Posted in SEC Enforcement, Securities Litigation, SPAC

This week, our corporate colleagues published a handy guide to the SEC’s new proposed rules on SPACs. Of particular note to securities watchers should be potential increases in litigation stemming from changes to the definition of “blank check company” for the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). The SEC has long given … Continue Reading

SEC Proposes Broad New Climate Change Disclosure Requirements

By Julia Alonzo, Amy Gordon, Steven R. Burwell, Peter Castellon, Michael Choate, Michael E. Ellis, Steven L. Lichtenfeld, Ben Orlanski, Louis Rambo, William J. Tuttle and Frank Zarb on March 28, 2022 Posted in Corporate Governance, ESG, SEC Enforcement

Last week, the U.S. Securities and Exchange Commission proposed a set of sweeping new rules requiring public companies to disclose climate-related risks in their registration statements and periodic reports. Under the proposed rules, public companies would have to disclose the actual and potential impacts of climate change on their business, management and governance processes to … Continue Reading