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As discussed in our prior blog post, the US Securities and Exchange Commission (Commission) recently issued a concept release (Release) aiming to gather input on whether the criteria for designation as a foreign private...more
Canadian securities regulators recently implemented three blanket orders introducing exemptions intended to reduce friction for capital raising. Key among these improvements is an exemption that eliminates the requirement for...more
A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more
On March 3, 2025, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced significant enhancements to the accommodations available for issuers confidentially submitting draft registration...more
Last month, the SEC settled charges against Celsius Holdings, Inc. for allegedly improper accounting when it modified equity compensation awards for six departing employees and retiring directors. The errors caused allegedly...more
This Client Alert provides an overview of new developments and highlights key considerations for calendar year-end public companies preparing their Annual Reports on Form 10-K for 2024 and proxy statements for annual meetings...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more
On May 17, 2024, the Director of the Division of Corporation Finance of the Securities and Exchange Commission, Erik Gerding, and the Chief Accountant, Paul Munter, issued a statement regarding International Financial...more
On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules requiring issuers to include extensive disclosure in registration statements and periodic reports regarding material...more
On March 6, 2024, the Securities and Exchange Commission (SEC) finalized its long-awaited climate disclosure rules on a party-line 3-2 vote. The new rules have been significantly watered down from the SEC’s March 21, 2022...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted climate disclosure rules which will require registrants to disclose detailed new climate-related disclosures in annual reports and registration...more
On March 6,2024, in a 3-2 vote, the US Securities and Exchange Commission adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports....more
On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...more
Our U.S. Securities and Exchange Commission (SEC) filing deadline calendars for 2024 have been posted on our Resources page. These calendars reflect annual and quarterly filing deadlines for large accelerated filers,...more
Our 2024 annual guide to SEC filing deadlines and financial statement staleness dates has been released. Public companies should keep in mind key reporting deadlines, disclosure obligations and SEC holidays as they plan for...more
On September 7, 2023, the Staff of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) issued a sample comment letter (“Letter”), containing sample comments that the...more
Foreign private issuers (“FPIs”) with a calendar year end must file their annual report on Form 20-F with the U.S. Securities and Exchange Commission (the “SEC”) no later than May 1, 2023....more
On November 3, 2022, the Canadian Securities Administrators (CSA) published its biennial report on issuer compliance with continuous disclosure obligations - Staff Notice 51-364 (Staff Notice), which covers fiscal years ended...more
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more
Many public companies are beginning preparations for filing quarterly reports on Form 10-Q for the second quarter of calendar 2022. As they do so, they should review and consider the U.S. Securities and Exchange Commission...more
What’s the Deal? Form 8-K is a report public companies must file with the SEC to announce major corporate events on a current basis. All U.S. “reporting” companies are responsible for filing Forms 8-K to disclose recent...more
On March 21, the Securities and Exchange Commission (SEC) proposed rule changes that would require registrants to include certain climate-related disclosure in their registration statements and periodic reports. The proposed...more
On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more
True to its word, the SEC released its proposed rule, The Enhancement and Standardization of Climate-Related Disclosures for Investors, last week. The rule would require companies to disclose a wide variety of climate-related...more