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, 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
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
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
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
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
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
This past spring, the SEC issued final rules designed to make it easier to access and retrieve exhibits to company filings through the use of hyperlinks. For most companies, this new requirement becomes effective for filings...more
The Securities and Exchange Commission’s final rules requiring hyperlinking of exhibits to SEC filings will be effective for most public companies on September 1, 2017. This update summarizes the final rules, answers the top...more
Beginning September 1, public companies will need to comply with SEC rule amendments requiring that reports and registration statements filed on or after that date...more
Public companies will soon be required to include an active hyperlink to each exhibit to all registration statements filed under the Securities Act of 1933, as amended, and all periodic and current reports filed under the...more
On March 1, 2017, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring issuers to include hyperlinks to exhibits listed in the exhibit index. The rules apply to most registration statements and...more
On March 1, 2017, the Securities and Exchange Commission (“SEC”) announced the adoption of amendments that will require registrants that file certain registration statements and reports subject to the exhibit requirements of...more
One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more
The SEC has adopted rules which will require public companies, or registrants, to include a hyperlink to each exhibit identified in an exhibit index, unless the exhibit is filed in paper pursuant to a temporary or continuing...more
On August 31, the SEC issued proposed amendments to Regulation S-K and Regulation S-T that would require public companies and companies filing registration statements to include in the exhibit index to periodic and current...more
Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results or financial position...more
The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more