The EDGAR Next system has gone live, and all filers – including public companies, investment funds, insiders, and third-party filing agents – must re-enroll in the EDGAR Next system by September 15, 2025, with the legacy...more
3/28/2025
/ Capital Markets ,
Corporate Governance ,
EDGAR ,
Filing Deadlines ,
Filing Requirements ,
Investment Funds ,
Popular ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC recently announced new accommodations to expand the types of companies and registration statements eligible for confidential SEC review. In this post, we summarize key takeaways from the announcement, including what...more
3/7/2025
/ Banking Sector ,
Capital Markets ,
Confidentiality Policies ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Financial Institutions ,
Initial Public Offering (IPO) ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
This guide discusses important themes and trends for the coming annual reporting season. It also includes a “housekeeping checklist” designed to assist you as you prepare your annual report.
ANNUAL CYBERSECURITY...more
12/24/2024
/ Annual Reports ,
Artificial Intelligence ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
EU ,
Form 10-K ,
Form 20-F ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sustainable Business Practices
This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement.
For...more
12/24/2024
/ Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Non-GAAP Financial Measures ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Task Force on Climate-related Financial Disclosures (TCFD)
The shocking murder of Brian Thompson, the Chief Executive Officer of UnitedHealthcare, while walking to an investor meeting in New York City on December 4, 2024, has caused many boards of directors and executive teams to...more
The Securities and Exchange Commission (SEC) announced today that it has issued an order postponing the effective date of its Share Repurchase Disclosure Modernization rule and, as a result, the rule is stayed pending further...more
On February 15, 2023, the SEC adopted several changes to shorten the standard settlement cycle for securities transactions to T+1 effective May 28, 2024...more
After much anticipation, on March 21, 2022, the Securities and Exchange Commission (SEC) released its new proposed climate-related disclosure framework, a sweeping overhaul of the current, materiality-based climate change...more
On March 9, 2022, the Securities and Exchange Commission (SEC) proposed rules that would require disclosure of the occurrence of, and developments related to, material cybersecurity incidents. The proposed rules would also...more
On December 15, 2021, the Securities and Exchange Commission (SEC) proposed a new rule “intended to improve the quality, relevance and timeliness of information related to issuer share repurchases.” Specifically, the new rule...more
On April 8, 2020, the Securities and Exchange Commission (SEC), adopted amendments that would allow business development companies (BDCs) and registered closed-end funds (CEFs), to use the securities offering rules that are...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Securities and Exchange Commission (“SEC”) issued...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Division of Corporation Finance of the U.S....more
COVID-19: DISCLOSURE AND CAPITAL MARKETS CONSIDERATIONS FOR US LISTED PUBLIC COMPANIES -
The outbreak and continuing spread of the novel coronavirus (“COVID-19”) and the related disruption to the worldwide economy are...more
Amendments eliminate audited three-year guarantor financial statement footnote and separate financial statements of subsidiaries whose shares are pledged; replaced with unaudited combined summarized financial information for...more
3/10/2020
/ Amended Regulation ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
In a December 18, 2019 release, the U.S. Securities and Exchange Commission proposed to amend the definition of “accredited investor” in Rule 501 of Regulation D and the definition of “qualified institutional buyer” in Rule...more
1/9/2020
/ Accredited Investors ,
Financial Regulatory Reform ,
Investment Advisers Act of 1940 ,
Proposed Amendments ,
Qualified Institutional Buyers ,
Registered Investment Advisors ,
Regulation D ,
Rule 144A ,
Rule 501 ,
Rule 506 ,
Rulemaking Process ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
It is now time for foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by April...more
1/2/2020
/ Annual Reports ,
Anti-Money Laundering ,
Audit Reports ,
Disclosure Requirements ,
EBITDA ,
European Commission ,
Foreign Private Issuers ,
Form 20-F ,
Helms-Burton Act ,
IFRS ,
Libor ,
Non-GAAP Financial Measures ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
UK Brexit ,
XBRL Filing Requirements
On September 25, 2019, the Securities and Exchange Commission adopted a new rule that will enable all issuers to “test the waters” prior to publicly filing a registration statement. Currently, only emerging growth companies,...more
9/30/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Institutional Investors ,
New Rules ,
Public Offerings ,
Qualified Institutional Buyers ,
Regulation FD ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
On August 8, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments (the “Proposed Rule”) to modernize its existing requirements for how companies disclose risk factors and describe their business and...more
8/13/2019
/ Best Practices ,
Disclosure Requirements ,
Environmental Policies ,
Foreign Private Issuers ,
Proposed Amendments ,
Public Comment ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
Rule 144A ,
Securities and Exchange Commission (SEC)
On May 3, 2019, the SEC proposed for public comment amendments to its rules related to the financial statements required to be disclosed by SEC reporting companies or in IPOs in connection with an acquisition or disposal of a...more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to simplify and modernize disclosure requirements of Regulation S-K and certain forms....more
3/27/2019
/ Amended Rules ,
Disclosure Requirements ,
EDGAR ,
Financial Reporting ,
GAAP ,
IFRS ,
Initial Public Offering (IPO) ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On October 16, 2018, the Securities and Exchange Commission (SEC) issued a report outlining an investigation conducted by the SEC’s Division of Enforcement related to the internal accounting controls at nine public companies...more
10/30/2018
/ Cyber Crimes ,
Cybersecurity ,
Email ,
Enforcement ,
Fraud ,
Information Reports ,
Internal Controls ,
Interpretive Opinions ,
Popular ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Spoofing
On August 17, 2018, the Securities and Exchange Commission (SEC) announced the adoption of amendments to simplify and update disclosure requirements. Although the amendments are voluminous in length and breadth of provisions...more
Publishes Concept Release to Explore Rule 701 and Form S-8 Reform -
The Adopting Release -
On June 18, 2018, the Securities and Exchange Commission (SEC) issued final rules to amend Securities Act Rule 701, which...more
On March 12, 2018, the United States Securities & Exchange Commission (the “SEC”) fined a late-stage private company $160,000 as a result of its failure to comply with the enhanced disclosure requirements of Rule 701 in...more