On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more
As we start the new year, many public companies are in the middle of preparing their annual reports on Form 10-K and registration statements on Form S-8. While you may be focused on the new disclosure requirements for the...more
On March 6, 2024, in a 3-2 vote, the US Securities and Exchange Commission (SEC) adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports. ...more
Despite congressional leaders reaching a deal on Wednesday for a short-term stopgap funding extension, public reporting companies and Regulation A issuers are still left in limbo as the bill, if passed, will only extend...more
According to a new survey, most large companies are preparing to comply with the Securities and Exchange Commission’s (SEC) proposed climate disclosure rule even though it is not final, but many business leaders are concerned...more
The Japan Financial Services Agency has proposed a hard law amendment that will provide an additional environmental, social, and governance (ESG) information source for asset managers investing in Japanese listed companies,...more
As previously reported, on March 21, 2022, the U.S. Securities and Exchange Commission ("SEC") proposed amendments to Regulations S-K and S-X that would require registrants to provide certain climate-related information in...more
Earlier last week, the Securities and Exchange Commission (“SEC”) approved the issuance of proposed new disclosure rules [cited as “PR, p. __”], titled The Enhancement and Standardization of Climate-Related Disclosures for...more
In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate...more
Earlier this week, the Securities and Exchange Commission (“SEC”) approved the issuance of proposed new disclosure rules [cited as “PR, p. __”], titled The Enhancement and Standardization of Climate-Related Disclosures for...more
The SEC has proposed rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The proposed rules would require information about a registrant’s...more
In the face of volatile markets and a global pandemic, an old capital markets vehicle has been taking the markets by storm: special purpose acquisition companies (SPACs). Although SPACs have been around for many years, the...more
The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more
On August 26, 2020, the Securities and Exchange Commission adopted amendments to Regulation S-K that simplify and modernize the disclosure requirements relating to description of business, legal proceedings, and risk factors,...more
On August 26, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments that modernize the description of business (Item 101), legal proceedings (Item 103) and risk factor disclosures (Item 105) that...more
The business world has changed a lot in the last three decades, and, as a result of recent amendments to Item 101 of Regulation S-K, the description of a company’s business included in registration statements and periodic...more
The SEC announced last week that in light of COVID-19 concerns, the Division of Corporation Finance is providing a temporary secure file transfer process for the submission of (i) supplemental materials that are requested by...more
On August 8, 2019, the Securities and Exchange Commission (the SEC) voted to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that public companies are required...more
On August 8, 2019, the Securities and Exchange Commission (SEC) announced proposed amendments to modernize the rules requiring description of business, legal proceeding and risk factor disclosures pursuant to Regulation S-K....more
While developments with respect to the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section in SEC disclosure documents has garnered less attention in the legal press in recent...more
On May 24, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”) was signed into law. One of the purposes of the Act is to encourage capital formation by directing the Securities and Exchange...more
This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more