On June 4, 2025, the SEC issued a concept release soliciting public comment on the definition of “foreign private issuer” (FPI) under U.S. securities laws. The SEC has identified potential changes to the definition that could...more
On April 11, 2025, the Division of Corporation Finance issued new compliance and disclosure interpretations (C&DIs), six of which relate to executive compensation clawback disclosures and one of which relates to the...more
On Tuesday, March 5th, the U.S. House Financial Services Committee debated several bills that could have a significant impact on capital formation in private and public markets. The bills reflect the ongoing push for...more
The SEC Office of the Advocate for Small Business Capital Formation has released its Annual Report for Fiscal Year 2024, shedding light on the current state of initial public offerings (IPOs) and the challenges faced by small...more
Following its previously announced enforcement sweep in September 2023, the Securities and Exchange Commission (SEC) announced on September 25, 2024, that it had settled charges against 23 entities and individuals for failing...more
On December 19, 2023, the Fifth Circuit Court of Appeals vacated the SEC’s share repurchase disclosure rule, which required issuers to: (i) report daily aggregate share repurchase data on a quarterly basis, (ii) indicate if...more
12/21/2023
/ Administrative Procedure Act ,
Appeals ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Publicly-Traded Companies ,
Regulatory Violations ,
Remand ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Share Buybacks ,
Stock Repurchases ,
Vacated
Since Friday, March 10, 2023, more than 300 public companies have filed current reports on Form 8-K regarding the closure of Silicon Valley Bank ("SVB"). Company disclosure in these 8-Ks falls essentially into four...more
3/16/2023
/ Banking Sector ,
Banks ,
Deposit Accounts ,
Deposit Insurance ,
Depository Institutions ,
Disclosure ,
FDIC ,
Federal Reserve ,
Financial Crisis ,
Financial Institutions ,
Form 8-K ,
Insolvency ,
Publicly-Traded Companies ,
Receivership ,
Silicon Valley
In August 2000, the Securities and Exchange Commission (“SEC”) adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, established an affirmative defense to a...more
12/20/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Disclosure Requirements ,
Insider Trading ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
As issuers prepare for the end of the 2021 calendar year and the beginning of the 2022 proxy season, many will soon begin circulating director and officer questionnaires. Nasdaq-listed issuers should consider including new...more
On March 26, 2020, the SEC announced that it is providing additional temporary relief to market participants in light of the COVID-19 pandemic. The relief covers (i) parties needing to file a Form ID to gain access to the...more
Following the SEC’s announcement on March 4, 2020 that it was providing conditional relief to public companies affected by COVID-19 for their filing obligations under the federal securities laws, many companies have availed...more