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
Recently, I blogged about the 20 Corp Fin Directors we’ve had at the SEC (we haven’t heard yet who will be the new Corp Fin Director) – and it got me thinking about Manny Cohen, whom many of us don’t know much about since he...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
Last week, Vanguard issued this statement announcing a plan to split its investment management and stewardship functions into these two wholly-owned investment advisors, perhaps to help manage its growth per this Morningstar...more
Last week, the SEC issued a notice of formal withdrawal for 14 proposed rulemakings that were issued a few years ago – these rules were never adopted. The only Corp Fin rulemaking in this group was this proposal from 2022...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
Recently, the SEC released a trio of reports from the Division of Economic and Risk Analysis (DERA) that provide a host of stats about Regulation A and Regulation Crowdfunding offerings, as well as beneficial ownership of...more
As we await word as to who the next Corp Fin Director is, I thought it might be useful to investigate where these folks typically hail from. Below is an analysis of this list of Corp Fin Directors that I created long ago on...more
Recently, SEC Chair Paul Atkins posted his remarks delivered at an “SEC Town Hall.” Here are five things I found interesting...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
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
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
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
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
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
Last week, Corp Fin issued guidance about how to verify accredited investors in two different forms. It issued two CDIs on the topic, as well as a no-action letter that goes into more detail. [As noted in this blog by...more
With it looking pretty likely that the federal government will shut down at midnight tomorrow, here are 10 things you should know based on the SEC’s “operations plan during a shutdown” guidance and Corp Fin’s list of 22...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