On April 10, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) issued a statement aimed at providing greater clarity on the application of federal securities laws to crypto assets....more
Pricing day is a huge milestone in the initial public offering (IPO) journey. It is the culmination of months of preparation and drafting and being out on the road talking to investors. Before you hit the road, you’ll have...more
On March 19, 2025, Judge Charles E. Fleming of the United States District Court for the Northern District of Ohio dismissed a putative class action asserting claims under the Securities Exchange Act of 1934 and the Securities...more
On February 27, 2025, Judge Lewis A. Kaplan of the United States District Court for the Southern District of New York dismissed a putative class action asserting claims under the Securities Act of 1933 against a railroad...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
The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more
On March 6, 2024, the Securities and Exchange Commission (the “SEC”) adopted final climate disclosure rules (the “Final Rules”)1 to take effect as early as the beginning of the 2025 fiscal year. On April 4, 2024, the SEC...more
In Macquarie Infrastructure Corp., et al., v. Moab Partners, L. P., et. al, a unanimous United States Supreme Court held that failure to make MD&A disclosures required by Item 303 of Regulation S-K does not violate Rule...more
The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted climate disclosure rules which will require registrants to disclose detailed new climate-related disclosures in annual reports and registration...more
We previously noted in our March 31, 2022 alert that the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting on March 30, 2022 to consider proposed rules and amendments regarding special purpose...more
On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more
On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) released its much-anticipated proposed rule titled "The Enhancement and Standardization of Climate-Related Disclosures for Investors." The proposed enhanced...more
On November 24, 2020, the SEC approved proposed amendments to rules governing the offer or sale of securities to employees through compensation programs. The proposed amendments to Rule 701 and Form S-8 are designed to...more
Over the past few months, the Securities and Exchange Commission (the “SEC”) has imposed civil penalties in the hundreds of thousands of dollars against multiple publicly traded corporations in connection with their failure...more
On August 26 the SEC adopted far-reaching amendments to Regulation S-K items that govern disclosures on business, legal proceedings, and risk factors in filings under the Securities Act of 1933 and the Securities Exchange Act...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
Our Securities Group reviews new amendments from the Securities and Exchange Commission that seek to help investors better understand disclosure documents and expand the list of those eligible to participate in private...more
In February, the Securities and Exchange Commission (SEC) announced a settlement with Diageo plc, a London-based producer of liquor, wine and beer, for failure to make required disclosures of known trends and uncertainties,...more
During 2019, the Division of Corporation Finance (the “Division” or the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) addressed a number of regulatory issues affecting public companies and participants...more
On August 8, 2019, the Securities and Exchange Commission (the “SEC”) announced that it voted to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that public...more
The Securities and Exchange Commission (SEC) recently adopted rule amendments to modernize and simplify certain disclosure requirements in Regulation S-K and related SEC rules and forms under the Securities Act of 1933, as...more
On March 20, 2019, the SEC adopted rules (the Rules) to implement certain provisions of the FAST Act. The omnibus highway bill called “Fixing America’s Surface Transportation Act” or the “FAST Act,” was signed into law in...more
The Securities and Exchange Commission recently adopted amendments to modernize the rules relating to property disclosure requirements for mining registrants, and Industry Guide 7 (Guide 7), under the Securities Act of 1933,...more
The US Securities and Exchange Commission (SEC) has adopted final rules to eliminate “redundant, duplicative, overlapping, outdated, or superseded” disclosure requirements in light of other SEC disclosure requirements and US...more