In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more
3/31/2025
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Acquisitions ,
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Corporate Sales Transactions ,
Disclosure Requirements ,
Investment ,
Lock-Up Agreement ,
Mergers ,
No-Action Letters ,
Registration Requirement ,
Regulatory Requirements ,
Rule 506(c) ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Public companies planning to grant stock options, SARs or similar option-like instruments to executive officers in 2024 should consider whether to avoid the windows in which a new disclosure requirement under SEC rules...more
The new SEC cybersecurity rules (Release No. 33-11216), codify and build on earlier SEC guidance on cybersecurity risks and incidents and require specific cybersecurity-related disclosures....more
On May 3, 2023, the SEC adopted final rules relating to corporate stock buybacks. The new rules have some significant differences from those the SEC proposed in December 2021. While the new rules do require significantly...more
On April 24, 2023, the SEC extended, for a short time, the deadline for the effectiveness of stock exchange listing requirements under the Dodd Frank Act that will require listed companies to adopt clawback policies for...more
The SEC announced on February 3, 2023 a settled enforcement action against Activision Blizzard, Inc., finding that it failed to have adequate controls for reporting widespread workplace misconduct to management and used...more
On December 14, 2022, the SEC unanimously adopted cooling-off periods and other changes to how plans adopted under Rule 10b5-1 (“10b5-1 Plans”) will work going forward. Executive officers and directors of public companies...more
The Securities and Exchange Commission (“SEC”) has recently brought several enforcement actions that directly or indirectly involved lawyers. These actions provide reminders to lawyers of their professional responsibility in...more
On March 21, 2022, the Securities and Exchange Commission (“SEC”) proposed new rules (the “Proposal”) that, if finalized, will require reporting companies to disclose climate-related risks, metrics, and other information in...more
Last week, the SEC proposed new rules that would shorten the time periods for filing a Schedule 13D or 13G after acquisition of beneficial ownership of 5% or more of the voting stock of a public company from 10 days to 5...more
On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s proposed rule regarding diversity of boards of directors. The approved rule requires that most companies listed on Nasdaq (i) “[p]ublicly...more
On July 29, 2021, both the SEC and the U.S. Attorney for the Southern District of New York announced charges against Trevor Milton, the founder, former CEO and former executive chairman of Nikola Corporation, a company...more
In a settled enforcement action against Under Armour Inc. announced on May 3, 2021 the SEC reminded companies that managing earnings, even if accounted for correctly, can have MD&A implications triggering disclosure...more
The Securities and Exchange Commission has continued its effort to update and streamline the disclosure requirements for filings with the SEC. In November, the SEC adopted amendments to the rules for Management’s Discussion...more
The Securities and Exchange Commission, on November 24, 2020, proposed changes to the rules and forms that are used for compensatory securities offerings by both private and public companies. If adopted, the changes should...more
The Securities and Exchange Commission on November 2, 2020, by a 3 to 2 vote, adopted significant changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the...more
The Securities and Exchange Commission on August 26, 2020 adopted changes to the business, legal proceeding and risk factor disclosures made by public companies and companies going public. ...more
The Securities and Exchange Commission on August 26, 2020 adopted changes to the definition of accredited investor intended to modernize the exempt offering process. It also made related changes to the definition of qualified...more
On July 22, 2020, the SEC adopted final rules on the application of its proxy solicitation rules to proxy voting advisors. Among other things, the new rules will, for practical purposes, require these proxy advisory firms –...more
On June 23, 2020, the SEC’s Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9A supplementing its previous guidance regarding COVID-19 disclosures that we discussed in a previous post. The new...more
In a settled enforcement action, the Securities and Exchange Commission reminded private equity firms and registered investment advisors of their obligation to implement and enforce compliance procedures, in particular...more
The SEC has revised its rules that require public companies to disclose financial statements of acquired businesses and to show the pro forma effect of acquired and disposed businesses. The adopting release is available here....more
Picking up on suggestions from its Small Business Capital Formation Advisory Committee, the SEC has adopted a temporary rule to permit small businesses eligible to do a Regulation Crowdfunding offering that have been...more
Following on its guidance issued last month on the need for public companies to disclose the effects and uncertainties created by COVID-19, the SEC on May 4, 2020 reiterated those concerns to municipal securities issuers and...more
In a Statement on April 8, 2020, SEC Chairman Jay Clayton and Corporation Finance Division Director Bill Hinman supplemented earlier SEC guidance to emphasize the importance of disclosures by public companies about the...more