On June 4, 2025, the Securities and Exchange Commission (“SEC”) published a concept release (“Concept Release”) soliciting public comments on the definition of a foreign private issuer (“FPI”). FPIs are subject to disclosure...more
Hello, this is Dave Lynn, and I’m a partner in Goodwin’s Capital Markets practice and chair of the firm’s Public Company Advisory practice. This is New Directions, a series of discussions about the impact and trajectory of...more
4/23/2025
/ Broker-Dealer ,
Capital Formation ,
Capital Markets ,
Corporate Governance ,
Deregulation ,
Enforcement Priorities ,
Financial Regulatory Reform ,
Investment Management ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Trump Administration
Public companies are revisiting their disclosures to keep up with recent EOs and SEC developments this proxy season....more
4/22/2025
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Executive Orders ,
Proxy Statements ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Trump Administration
In an en banc decision filed on December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) vacated the 2021 approval by the U.S. Securities and Exchange Commission (SEC) of rules adopted by The Nasdaq...more
12/18/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Vacated ,
Woman Board Members
On May 21, 2024, Erik Gerding, director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC), issued a statement with clarifying guidance on cybersecurity incident disclosure under Item...more
5/30/2024
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Materiality ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 6, 2024, the SEC adopted expansive new climate disclosure rules (the “Rules”). As noted in our March 12, 2024 client alert summarizing and analyzing the new Rules, litigation challenging the Rules was already...more
On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules that will require expansive new climate-related disclosures in Form 10-K and Form 20-F annual reports and most registration statements....more
3/14/2024
/ Annual Reports ,
Climate Change ,
Compliance ,
Corporate Executives ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
Form 10-K ,
Form 20-F ,
Greenhouse Gas Emissions ,
Internal Controls ,
Registration Statement ,
Risk Assessment ,
Securities and Exchange Commission (SEC)
As annual reporting season begins, it is important to take a fresh look at the company’s governance and incident response processes and develop risk-informed and compliant disclosures. While many companies are understandably...more
1/11/2024
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Incident Response Plans ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)