On March 3, the SEC’s Division of Corporation Finance announced that it has expanded the availability of the nonpublic review process for registration statements under which issuers may voluntarily submit draft Securities Act...more
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
On March 3, the United States Securities and Exchange Commission (SEC) issued guidance expanding its policies related to its confidential Draft Registration Statement (DRS) review process to all registration statements made...more
On March 3, 2025, the Staff of the SEC Division of Corporation Finance expanded the categories of issuer that may submit draft registration statements confidentially for review by the SEC, effective immediately. Confidential...more
The SEC announced that companies can now submit registration statements for confidential review before public filing in connection with most registered offerings. This expansion builds on the confidential filing process that...more
On March 3, 2025, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance issued an announcement expanding accommodations available for issuers to submit draft registration statements for...more
The SEC Staff has expanded the ability of issuers to make confidential submission of draft registration statements and clarified the procedures for making confidential submissions. This new policy takes effect immediately....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
Join Vinson & Elkins securities lawyers to discuss the 13 mistakes that keep us up at night. Topics include missed 8-Ks, CEO tweets, website mismanagement, voting disclosure and counting, registration statement overissuances,...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 response to commonly asked questions, the SEC staff has released three FAQs related to amendments to the business description, legal proceedings and risk factor disclosure requirements in Regulation S-K Items 101, 103,...more
As we previously reported, the SEC’s amendments to certain provisions of Regulation S-K, including Risk Factors, become effective on Monday, November 9, 2020. The Staff of the SEC’s Division of Corporation Finance has...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 Securities and Exchange Commission has proposed amendments to the business description, legal proceedings and risk factor disclosures required by registered companies in annual and quarterly reports and registration...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