In light of the recent market volatility, public companies should keep in mind the upcoming annual re-evaluation of their filer status, as a change may have ramifications for both the timing and content for the following...more
On April 11, 2025, the Division of Corporation Finance issued new compliance and disclosure interpretations (C&DIs), six of which relate to executive compensation clawback disclosures and one of which relates to the...more
More than a decade has passed since the enactment of the Jumpstart Our Business Startups (JOBS) Act, which encouraged small-company capital formation through a reduction in costly regulatory burdens on SEC registrants. In...more
On March 20, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued a set of Compliance & Disclosure Interpretations (C&DIs). In particular, SEC staff revised or withdrew several C&DIs to allow all Form S-3s,...more
Our Investment Funds Team reviews the Securities and Exchange Commission’s enhanced options for companies filing draft registration statements for nonpublic review....more
On March 3, 2025, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance announced that it has expanded the accommodations available to companies for the nonpublic review of draft registration...more
Yesterday, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced a new policy permitting confidential submission of registration statements in additional circumstances in order...more
As summer turns into fall and in-house lawyers start thinking ahead to the upcoming 10-K filing season, we’re often asked to review and update the description of securities exhibit(s) required to be filed with Form 10-K by...more
In a unanimous decision, the US Supreme Court held that pure omissions are not actionable under Rule 10b-5(b) under the Securities Exchange Act of 1934. Rather, the Court found that Rule 10b–5(b) prohibits half-truths, not...more
The SEC’s recent Rule 10b5-1 rulemaking has drawn attention to its efforts to crack down on illegal trading by corporate insiders. (See our related post here.) But less attention has been paid to part of the rulemaking that...more
Key Takeaways - ..The Securities and Exchange Commission (SEC) has adopted amendments to eliminate the paper filing option of several forms, including Form 144 and “glossy” annual reports, and to require such forms to be...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards...more
As discussed in earlier blog posts, as a result of various FAST Act mandated changes to Regulation S-K, which were adopted by the Securities and Exchange Commission and became effective in May 2019, a registrant may omit a...more
Skadden’s Executive Compensation and Benefits Group is pleased to provide you with its 2020 Compensation Committee Handbook. This edition reflects updates in applicable law and practices, including developments in director...more
On Dec. 19, 2019, the Division of Corporation Finance of the SEC updated its guidance with respect to the SEC’s procedures for confidential treatment applications (CTAs). In April 2019, the SEC adopted a streamlined procedure...more
Our preliminary list of important planning considerations for the 2020 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes to...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
In March 2019, the Securities and Exchange Commission adopted final rules amending Regulation S-K and related rules and forms to modernize and simplify disclosure requirements for registrants. These amendments follow from the...more
The SEC has adopted rule amendments to simplify disclosure requirements consistent with its mandate under the Fixing America’s Surface Transportation (FAST) Act. ...more
As part of its continuing effort to increase efficiency and reduce burdens on publicly traded companies, including registered investment companies, the U.S. Securities Exchange Commission (SEC) recently adopted amendments to...more
On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to modernize and simplify certain disclosure requirements in Regulation S-K, and related rules and forms, in a manner that reduces the costs...more
The SEC has approved rule changes that significantly simplify the process for public companies to redact confidential information from the exhibits required to be filed as part of SEC reports and registration statements....more
The SEC published the final rules on March 20, 2019 to amend a wide variety of disclosure rules, primarily under Regulation S-K, in an effort to modernize and simplify disclosure requirements for public companies, investment...more
On March 20, 2019, the U.S. Securities and Exchange Commission (SEC) announced it had adopted a series of amendments to improve the readability and navigability of company disclosures, and to discourage the disclosure of...more