Recently, SEC Chair Paul Atkins posted his remarks delivered at an “SEC Town Hall.” Here are five things I found interesting...more
On Friday, the SEC announced that it would host a roundtable on executive compensation disclosure requirements on June 26th with investor and public company representatives (and others) as part of the process “to ensure that...more
Earlier this week, the Department of Justice’s Criminal Division released three new documents on corporate misconduct, whistleblowers, compliance monitors, and enforcement priorities that outline significant changes to the...more
Last week, President Trump issued an executive order – entitled “Fighting Overcriminalization in Federal Regulations” – with the goal of curbing the use of criminal penalties otherwise imposed by federal regulations. The...more
As we’ve blogged about recently, Texas has taken a number of steps to bolster its reputation as a business-friendly state. The latest is a new law aimed at making it harder for shareholder proponents to get a proposal (other...more
As noted in this USA Today article, Senators Elizabeth Warren and Mark Warner sent a letter a few weeks ago to the GAO requesting an investigation into the impact of the SEC’s recent buyouts and the upcoming layoffs resulting...more
The House Financial Services Committee voted to include a provision in the 2025 budget reconciliation bill that would abolish the PCAOB. The proposal would reassign PCAOB functions to the SEC....more
5/9/2025
/ Audits ,
Corporate Governance ,
Financial Regulatory Reform ,
Financial Reporting ,
Mergers ,
PCAOB ,
Proposed Legislation ,
Publicly-Traded Companies ,
Regulatory Agencies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
Last week, Corp Fin did some spring cleaning in the Rule 10b5-1 area by adding two new CDIs, revising 20 CDIs, and withdrawing three CDIs so they better jibe with the amendments to Rule 10b5-1 in 2022....more
Given the hubbub over the SEC’s new EDGAR Next, I thought it would be useful to provide a FAQ explaining the rationale for Section 16 to a new director or officer who is unfamiliar with the concept....more
5/1/2025
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Insider Trading ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Securities Regulation ,
Shareholder Litigation
My mind was sort of blown when I read this recent press release saying that the Texas Stock Exchange (TXSE) had filed this Form 1 application to register as a national securities exchange. I was tripping because the TXSE was...more
As inspired by a recent newsletter from Ethan Mollick of One Useful Thing, here are 15 types of tasks where artificial intelligence can be useful, given its current capabilities...more
How do you handle a mistake in a Form 10-Q? That depends on the type of mistake it is – and sometimes, the level of the mistake’s materiality. Sometimes companies may feel the need to amend their Form 10-Q – and the reasons...more
On April 11, 2025, a new rule went into effect in which the United States government will start to strictly enforce the requirement that foreign nationals register their presence with U.S. Citizenship and Immigration Services...more
4/17/2025
/ Administrative Procedure Act ,
Executive Orders ,
Final Rules ,
Government Agencies ,
Proposed Rules ,
Regulatory Authority ,
Regulatory Reform ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Trump Administration ,
USCIS
A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more
4/16/2025
/ Clawbacks ,
Corp Fin ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Financial Statements ,
Form 10-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities Regulation
With tariffs so top of mind right now, I checked in with Cooley’s Beth Sasfai and asked her to think back to her in-house counsel days and what she would be doing to help her company navigate the current environment. Here are...more
Yesterday, the Senate confirmed Paul Atkins as the new SEC Chair. Acting Chair Mark Uyeda will continue at the SEC serving as a SEC Commissioner. Paul is a former SEC Commissioner, serving in that role from 2002 to 2008 and...more
Last week, Nasdaq released this interesting paper that sets forth a set of recommendations to improve the capital markets. Nasdaq believes its recommendations not only come out at a critical time when policymakers have real...more
4/9/2025
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
For those planning for a virtual-only annual shareholders meeting, here are a non-exhaustive list of issues to consider (these also apply to hybrid meetings, which also have other issues to ponder given the in-person...more
Earlier this week, Republican members of the House Committee on Financial Services sent this letter to the SEC asking that it retract a total of 14 adopted – and proposed – rules. Among this list are two that Corp Fin ushered...more
Last week, as noted in this detailed blog by Cooley’s Cydney Posner, the sweeping – and somewhat controversial – changes to the Delaware General Corporation Law were signed into law. Now, the new “safe harbor” provisions...more
When I was in-house, one of the nerve-wracking aspects of the annual shareholders meeting was bracing yourself for the unexpected. Preparing as much as you can for something unexpected is a good idea – and one way to do that...more
I had to look up the definition of “high sign” because I’ve said it for the entirety of my life, but it doesn’t feel right in this day and age. But sure enough, it means what I thought: “a surreptitious gesture, often...more
When conducting the dry run for your annual meeting, be sure to cover – to the extent you can – the unexpected by conducting scenario planning. Things might go according to plan, but they might not. Better to be safe than...more
As noted in this Reuters article, over 600 of the staffers at the SEC have taken a buyout offer and will be leaving in the coming week or two. Many of these are senior staffers and it’s roughly 12% of the overall staff....more
As noted in this excellent blog by Cooley’s Cydney Posner, Acting SEC Chair Mark Uyeda recently delivered this speech that included criticisms and recommendations for improving the SEC’s rulemaking process. Key points from...more