On November 14, 2024, the Practising Law Institute’s 56th Annual Institute on Securities Regulation featured a panel discussion that provided valuable insights into the initial public offering (IPO) landscape for 2025....more
On April 15, 2024, Securities and Exchange Commission Division of Enforcement Director Gurbir Grewal delivered remarks during a Program on Corporate Compliance and Enforcement Spring Conference 2024. He addressed artificial...more
The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial...more
3/11/2024
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
MD&A Statements ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
From climate change disclosure rules to private company transparency measures, the year ahead promises to be a busy one for securities lawyers.
Just as we would tell an issuer sharing projections to accompany those with...more
On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and amendments to existing rules and forms (the “Final Rules”) addressing (i) the treatment under the securities laws of special...more
On July 17, 2023, the US Securities and Exchange Commission’s Division of Corporation Finance (“Division”) released another Sample Letter (“Letter”) that outlines the disclosures that the Staff is focused on in relation to...more
There has been a shift away from the Securities and Exchange Commission’s (“SEC”) traditional approach of encouraging foreign issuers to access the U.S. capital markets by making available certain disclosure, reporting and...more
On December 13, 2022, the staff of the Division of Corporation Finance (“staff”) of the Securities and Exchange Commission (“Commission”) has updated the following Compliance & Disclosure Interpretations (“C&DI”) on Non-GAAP...more
On March 30, 2022, the US Securities and Exchange Commission (“Commission”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules,” see summary) addressing the treatment of initial public...more
This practice note discusses market trends in 2021 relating to disclosures of climate change risks and mitigation by public companies, which are intertwined with environmental, social, and governance (ESG) issues. It also...more
1/24/2022
/ Business Plans ,
Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Sustainability
In another special purpose acquisition company (“SPAC”) related enforcement action, on December 21, 2021, the US Securities and Exchange Commission (“SEC”) issued an order instituting cease-and-desist proceedings (“Order”)...more
1/6/2022
/ Automotive Industry ,
Cease and Desist Orders ,
Electric Vehicles ,
Enforcement Actions ,
Material Misrepresentation ,
Nasdaq ,
Omissions ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Special Purpose Acquisition Companies (SPACs)
The SEC’s Office of the Advocate for Small Business Capital Formation (“OASB”) recently issued its 2021 Annual Report (the “Report”), which reviews the capital raising activities of a variety of companies, from startups and...more
12/31/2021
/ Capital Formation ,
Capital Raising ,
Crowdfunding ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Initial Public Offering (IPO) ,
Investment Opportunities ,
Regulation A ,
Regulation D ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Special Purpose Acquisition Companies (SPACs)
On December 20, 2021, the US Securities and Exchange Commission’s Division of Corporation Finance (“Division”) issued the Sample Letter (“Letter”) to companies based or having the majority of their operations in the People’s...more
12/23/2021
/ Capital Markets ,
China ,
Disclosure Requirements ,
Doing Business ,
Investment ,
New Guidance ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs) ,
Variable Interest Entities
Background -
On December 15, 2021, the U.S. Securities and Exchange Commission (the “SEC”) issued proposed amendments (the “Proposed Amendments”) to its existing rules (the “Existing Rules”) regarding disclosures about...more
SEC Focus -
The Securities and Exchange Commission (SEC) has been focused on cybersecurity issues for over a decade, tracing back to its initial guidance on this topic in 2011. On October 16, 2018, the SEC released a...more
Overview Rule 502(c) (“Rule 502(c)”) of the Securities Act of 1933, as amended (the “Securities Act”), prohibits an issuer from offering or selling securities by any form of general solicitation or general advertising when...more
Overview -
Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requires the Securities and Exchange Commission (“SEC”) to adopt rules that would make the exemption from registration...more
On December 2, 2020, the U.S. House of Representatives (“House”) passed the Holding Foreign Companies Accountable Act, Senate Bill No. 945 (the “bill”)....more
12/3/2020
/ China ,
Corporate Issuers ,
Delisting ,
Emerging Markets ,
Foreign Corporations ,
Inspection Rights ,
Legislative Agendas ,
Listing Rules ,
PCAOB ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The US Securities and Exchange Commission (SEC) Division of Corporation Finance published CF Disclosure Topic No. 10 (the disclosure topic) on November 23, 2020. The disclosure topic provides guidance to China-based Issuers:...more
Introduction -
This First Analysis article discusses the amendments (Amended Rules) adopted by the U.S. Securities and Exchange Commission (SEC) on May 21, 2020 in connection with financial statement disclosures on...more
On July 9, 2020, SEC Office of Internal Affairs Director Raquel Fox and SEC Division of Corporation Finance Director William Hinman moderated a panel discussion concerning the disclosure and reporting considerations of...more
On July 9, 2020, SEC Division of Economic and Risk Analysis Chief Economist and Director S.P. Kothari and SEC Office of Compliance Inspections and Examinations Director Peter Driscoll moderated a panel discussion concerning...more
On June 8 and 12, 2020, the Securities and Exchange Commission had published in the Federal Register for comment several rule proposals from Nasdaq Stock Market LLC (“Nasdaq”) that would apply to companies whose principal...more
A Presidential memorandum was issued on June 4, 2020 calling for “firm, orderly action to end the Chinese practice of flouting American transparency requirements without negatively affecting American investors and financial...more
On May 21, 2020, the US Securities and Exchange Commission (SEC) adopted amendments (Amended Rules)1 to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule...more