Last month, Corp Fin’s Office of Small Business Policy issued no-action relief to a company from the requirement to file an annual report on Form 1-K under Regulation A – despite the fact that the company didn’t qualify for...more
A few days ago, Corp Fin revised a total of 18 CDIs related to Schedule 13Ds and 13Gs, mainly to align them with the changes to the rules related to those Schedules made back in October ’23. The CDIs are redlined by Corp Fin...more
A few weeks ago, Corp Fin revised two – and withdrew one – of the Legal Proceedings CDIs under Item 103 of Regulation S-K. These CDI changes are catching up to the reorg of Item 103 that the SEC made five years ago when the...more
A few days ago, I blogged about the SEC issuing this 71-page concept release to rethink the definition of “foreign private issuer.” This Cooley Alert penned by Brad Goldberg, Beth Sasfai, Reid Hooper and Shari Ness delves...more
Last week, the SEC issued this 71-page concept release to rethink the definition of “foreign private issuer” and determine which companies should get the benefits of reporting under the FPI reporting framework. Here’s the...more
We’ve blogged multiple times about how you should prepare to transition to the SEC’s new “EDGAR Next” platform (here’s our latest post). We are now in that transition period where some companies are voluntarily enrolling in...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
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
Here’s an important point made by Cooley’s Luci Altman during this 29-minute video we recently blogged about: “If you are onboarding a new director or officer in the near term who has never had EDGAR codes or if you know your...more
A few days ago, Corp Fin issued this guidance expanding the accommodations available for nonpublic review of draft registration statements to all issuers, building on the 2017 expansion of nonpublic reviews initiated by the...more
For larger companies, Teneo notes that CEOs are named in sustainability reports to be ultimately responsible for their corporate climate strategies a third of the time – almost double the amount disclosed in 2023 (18%). CEOs...more
As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder...more
Normally, I don’t pay too much attention to the speeches that SEC Commissioners deliver because it’s the SEC Chair that wields the real clout. But given where we are with a new SEC Chair to be sworn in over the coming months...more
As I get older, my motto has been “less is more.” That certainly works for a mindful lifestyle. And it also works for pickleball, as one learns to hit the ball softly and place it cleanly rather than banging away at it to...more