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Lowenstein Sandler LLP

Nasdaq Proposes To Tighten Listing Standards and Add Special Requirements for China-Based Companies

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On Sept. 3, Nasdaq submitted proposals to the U.S. Securities and Exchange Commission (SEC) to modify its initial and continued listing standards, with the stated aim of improving market integrity, investor protection, and...more

Cooley LLP

The Incorporation Debate: What You Need to Know Now

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For decades, Delaware has been the default choice for incorporation – either at formation or in anticipation of an initial public offering (IPO). As we noted in this June 2025 CapitalXchange article, recent developments have...more

Wilson Sonsini Goodrich & Rosati

SEC Names New Corp Fin Director

On September 10, 2025, the SEC announced that James J. Moloney has been named Director of the Division of Corporation Finance, effective in October...more

A&O Shearman

TerraCom’s Whistleblower Woes - Australian Federal Court Approves First Whistleblower Retaliation Penalty

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TerraCom has been ordered by the Federal Court of Australia to pay an AUD7.5 million civil penalty for retaliating against a whistleblower in proceedings commenced by the Australian Securities & Investments Commission (ASIC)....more

WilmerHale

Howey vs. Risk Capital: Differences in Securities Law Tests Take on Greater Importance in a Period of Potential Growth in...

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As investment firms and public issuers contemplate adjustments in response to the evolving risk environment brought about by changes in federal securities enforcement priorities, one area of focus should be a likely expansion...more

BCLP

SEC Announces Topics for Future Rule Proposals to Ease Disclosure Requirements and Simplify Capital Raising

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On September 4, 2025, the SEC released its Spring 2025 Reg. Flex Agenda, which sets forth, among other things, “deregulatory rule proposals” relating to public company disclosure rules and requirements for private company...more

Cooley LLP

EDGAR Next: The SEC Staff’s Informal Set of FAQs

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Recently, the SEC Staff posted the archive of a video they just made about EDGAR Next that included a number of questions that were submitted live via chat and answered by the Staff. These questions are answered starting at...more

Skadden, Arps, Slate, Meagher & Flom LLP

Activists Say ‘Yes’ to ‘Vote No’ Campaigns in 2025

Withhold campaigns are not new. However, according to Diligent Market Intelligence, 33 distinct activist withhold campaigns took place in the 12 months ended June 30, 2025, up from 23 in the same period of 2023–24 and 24...more

Blake, Cassels & Graydon LLP

CSA Finalizes Permanent Regime for Well-Known Seasoned Issuers

On August 28, 2025, the Canadian Securities Administrators (CSA) published final amendments to National Instrument 44-102 Shelf Distributions (NI 44-102) and certain other instruments and policies (collectively, the...more

Parker Poe Adams & Bernstein LLP

Lawsuit Highlights How Tariff-Related Risk Disclosures Are Under Shareholder Scrutiny

The tariffs that President Donald Trump has imposed on foreign countries have raised myriad questions on how import restrictions and elevated costs resulting from the president’s tariff policies will impact business for U.S....more

Venable LLP

Trading in the Shadows: Insider Trading Policies Post-Panuwat

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"Shadow trading" refers to the use of material, nonpublic information (MNPI) about one company to trade in the securities of a different, "economically linked" company, such as a competitor or business partner. ...more

Jackson Walker

New Texas Law Applicable to “Nationally Listed Corporations” Sets Forth Heightened Requirements for Shareholder Proposals

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Texas Senate Bill 1057, which became effective September 1, 2025, adds new Section 21.373 to the Texas Business Organizations Code (“TBOC”). This new Section of the TBOC creates a framework that governs when and how...more

Skadden, Arps, Slate, Meagher & Flom LLP

Bitcoin on the Balance Sheet: What Public Company Boards Need To Know

As digital assets continue to capture headlines and market attention — in part because of the surging number of public companies dedicated exclusively to holding cryptocurrency — a growing number of public operating companies...more

Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Affirms Dismissal of Securities Fraud Suit: Marketing Slogan Alone Not Actionable Under Section 10(b) and Rule 10b-5

In Sneed v. Talphera, Inc., 2025 WL 2406424 (9th Cir. Aug. 20, 2025), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities fraud suit against Talphera, Inc. (formerly AcelRx...more

Orrick, Herrington & Sutcliffe LLP

Court dismisses Ohio pension fund’s securities suit against Freddie Mac

On August 29, the U.S. District Court for the Northern District of Ohio granted summary judgment to Freddie Mac and former executives, ending an investor suit brought by an Ohio state pension fund over alleged...more

Blake, Cassels & Graydon LLP

Protecting the Deal: Recent Trends in Canadian Public M&A Lock-Up Agreements

Take-private transactions have continued to outpace initial public offerings in Canada since the beginning of 2023. As discussed in our prior bulletin, M&A Take-Privates on a Roll, a significant portion of these take-private...more

Fenwick & West LLP

Securities Law Update - September 2025

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Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more

Proskauer Rose LLP

SEC Releases Unsurprising But Ambitious Spring 2025 Regulatory Agenda

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This week, the Securities and Exchange Commission (the “SEC”) published its semiannual Regulatory Flexibility Agenda (“Reg Flex Agenda”), detailing its short-term and long-term rulemaking priorities for the year. The SEC is...more

DLA Piper

SEC Rulemaking Agenda Focuses on Crypto Regulation, Facilitating Capital Formation and Easing Public Company Reporting Burdens

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On September 4, 2025, the US Securities and Exchange Commission (SEC) announced the publication of its Spring 2025 Unified Agenda of Regulatory and Deregulatory Actions, which sets forth its rulemaking priorities for the next...more

Sheppard Mullin Richter & Hampton LLP

Nasdaq Proposes Significant Changes to Initial and Continued Listing Standards

On September 3, 2025, The Nasdaq Stock Market LLC (Nasdaq) announced proposed changes to its listing standards. According to Nasdaq, these proposed changes respond to the rising complexity and volatility in today’s capital...more

Wilson Sonsini Goodrich & Rosati

SEC Announces Release of Spring 2025 Regulatory Agenda

On September 4, 2025, SEC Chairman Paul S. Atkins announced the release of the SEC’s Spring 2025 Regulatory Agenda, which outlines the SEC’s planned regulatory actions through Spring 2026. Among other things, the agenda...more

Husch Blackwell LLP

What Filers Should Know as the EDGAR Next Deadline Approaches

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As detailed in our prior alert, on September 27, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rule and form amendments to the SEC’s Electronic Data Gathering, Analysis, and Retrieval System (EDGAR)....more

Pillsbury - Gravel2Gavel Construction & Real...

Federal Court Halts Enforcement of Texas SB 2337 Regarding Proxy Advisor Disclosure of ESG or Other “Nonfinancial” Considerations

Enacted earlier this year and scheduled to take effect September 1, SB 2337 would impose new disclosure obligations on proxy advisory firms issuing recommendations regarding Texas-based public companies, including a...more

Stark & Stark

SEC Launches EDGAR Next: Mandatory Enrollment Deadline Approaches

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The U.S. Securities and Exchange Commission (“SEC”) has introduced EDGAR Next, a modernization of its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system....more

Herbert Smith Freehills Kramer

UK Public M&A Monthly Activity Update: August 2025

In August 2025, there were three Rule 2.7 announcements made across the UK public M&A market and one further possible offer announced....more

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