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SEC Considers Modification of Foreign Private Issuer Criteria: May Result in Fewer Foreign Companies Qualifying as FPIs

On June 4, 2025, the SEC released a Concept Release seeking public comment on potential changes to the definition of foreign private issuer (“FPI”), which changes may have the effect of reducing the number of foreign...more

Time to Get Ready for the 2025 Reporting Season

As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...more

SEC Upcoming Rule Making Agenda Recently Released - Activity Largely Paused Until After the Election

The SEC recently released its Spring 2024 Reg. Flex Agenda, which is a list of upcoming SEC rule making activities, including both rule proposals and adoption of final rules....more

SEC Staff Issues Guidance for Reporting Cybersecurity Incidents Under Item 1.05 Versus Item 8.01 of Form 8-K

On May 21, 2024, the Director of the SEC’s Division of Corporation Finance issued a statement providing guidance on the use of Item 1.05 of Form 8-K to disclose cybersecurity incidents....more

Private Placement Investors Caught in Section 16(B) Web Because Coordinated Actions Created Potential for Inference of 13(D)...

A judge in the Southern District Court of New York recently denied a motion to dismiss filed by institutional investors in Augenbaum v. Anson Investments Master Fund LP, et al., finding that their coordinated behavior in a...more

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