In a widely anticipated move, the U.S. Securities and Exchange Commission (SEC) has announced that it will no longer defend the agency’s climate disclosure rule issued during the Biden administration. The disclosure rule...more
3/28/2025
/ Biden Administration ,
Climate Change ,
Corporate Counsel ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On March 20, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued a set of Compliance & Disclosure Interpretations (C&DIs). In particular, SEC staff revised or withdrew several C&DIs to allow all Form S-3s,...more
On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more
3/17/2025
/ Accredited Investors ,
Capital Markets ,
Compliance ,
Disclosure Requirements ,
Investment ,
Investors ,
Private Equity Funds ,
Regulation D ,
Safe Harbors ,
Securities Act ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 6, 2025, the U.S. Securities and Exchange Commission (SEC) published (1) a revised Compliance and Disclosure Interpretation (C&DI) regarding lock-up agreements in business combinations and (2) five new C&DIs...more
In March 2025, the U.S. Securities and Exchange Commission (SEC) announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review. The SEC’s Division of...more
Earlier this week, Mark Uyeda, the Acting Chairman of the U.S. Securities and Exchange Commission (SEC), began the process of unwinding that agency’s final climate disclosure rule enacted during the Biden administration. In a...more
On April 12, 2024, the U.S. Supreme Court issued an important decision in the case of Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165. Justice Sotomayor, writing for a unanimous Court, ruled that “pure...more
Key Points - On Wednesday, March 6, 2024, the SEC in a 3-2 vote adopted “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (Final Rule). The Final Rule will require public companies to...more
3/12/2024
/ Annual Reports ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
Greenhouse Gas Emissions ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Transparency
The Securities and Exchange Commission (SEC) recently adopted final rules (available here; also see the fact sheet and press release) representing significant changes to special purpose acquisition companies (SPACs), shell...more
Recent rulings in the United States and overseas, coupled with the Securities and Exchange Commission’s (SEC) recently proposed disclosure rules covering climate-risk disclosures, underscore the attention boards of directors...more
On Friday, August 6, 2021, the U.S. Securities and Exchange Commission (SEC) issued an order (the “Order”) approving certain rule changes proposed by The Nasdaq Stock Market LLC (“Nasdaq”), which will require companies listed...more
Nasdaq has proposed board diversity rules which would require companies to have, or explain why they do not have, at least two diverse directors on their boards and also provide statistical information on board...more
12/4/2020
/ Board of Directors ,
C&DIs ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Proposed Rules ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Election and Impeachment -
The presidential race will garner much of the attention during the 2020 election cycle, but there is fierce competition elsewhere, too. Republicans and Democrats are fighting for both U.S. House...more
1/9/2020
/ #MeToo ,
Congressional Investigations & Hearings ,
Corporate Governance ,
Cybersecurity ,
D&O Insurance ,
Diversity ,
Emerging Technology Companies ,
Environmental Social & Governance (ESG) ,
General Elections ,
Impeachment ,
NAFTA ,
Pay Equity Laws ,
Pay Gap ,
Political Candidates ,
Political Corruption ,
Presidential Elections ,
Quid Pro Quo ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Trade Policy ,
Trump Administration ,
United States-Mexico-Canada Agreement (USMCA) ,
Woman Board Members ,
WTO
On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to Securities Exchange Act Rule 14a-8, which requires a public company to include shareholder proposals in the company’s own proxy...more
11/18/2019
/ Anti-Fraud Provisions ,
Comment Period ,
Investment Adviser ,
No-Action Requests ,
Proposed Amendments ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Public Comment ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals
On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to its rules governing proxy solicitations. If adopted in their current form, these proposals could significantly affect interactions...more
11/18/2019
/ Comment Period ,
Conflict Mineral Rules ,
Corporate Governance ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proposed Amendments ,
Proposed Rules ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Solicitation
As we noted in a previous blog, the SEC recently adopted an amendment to Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (T+3) to two...more
One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more
3/14/2017
/ Acquisitions ,
Administrative Proceedings ,
Due Diligence ,
EDGAR ,
Electronic Filing ,
Filing Requirements ,
Final Rules ,
Hyperlink ,
Mergers ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On June 27, 2016, the Securities and Exchange Commission (SEC) adopted new rules requiring certain producers of oil, natural gas and minerals to publicly disclose information regarding payments to the U.S. federal government,...more
7/13/2016
/ Anti-Corruption ,
Compliance ,
Corporate Counsel ,
Disclosure Requirements ,
Dodd-Frank ,
Facilitation Payments ,
Foreign Entities ,
Form SD ,
New Regulations ,
Oil & Gas ,
Popular ,
Resource Extraction ,
Securities and Exchange Commission (SEC)
Senior members of the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities and Exchange Commission (SEC) gathered with two former SEC commissioners at the Practising Law Institute’s annual “SEC Speaks”...more