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Regulation S-K Securities Act of 1933 Disclosure Requirements

Troutman Pepper Locke

SEC Clarifies Disclosure Requirements for Crypto Asset Securities

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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

Cooley LLP

Final Changes: The Upsizing or Downsizing Handbook

Cooley LLP on

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

A&O Shearman

Northern District Of Ohio Dismisses Putative Class Action Against Medical Services Company For Failure To Adequately Allege...

A&O Shearman on

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

A&O Shearman

Southern District Of New York Dismisses Securities Act Claims Against Railroad Company For Failure To Adequately Allege Actionable...

A&O Shearman on

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

WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on

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

Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on

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

Snell & Wilmer

Summer 2024 Corporate Communicator

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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

Stinson - Corporate & Securities Law Blog

Supreme Court: Rule 10b-5 Does Not Cover Pure Omissions

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

Stinson - Corporate & Securities Law Blog

SEC Adopts Final Climate Rules

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

Husch Blackwell LLP

SEC Adopts Final Climate-Related Disclosure Rules

Husch Blackwell LLP on

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

Goodwin

SEC Adopts New Rules Applicable to SPACs, Shell Companies and Projections

Goodwin on

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

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

Vinson & Elkins LLP on

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

Baker Donelson

FAQ: The SEC's Proposed Rule on the Enhancement and Standardization of Climate Related-Disclosures

Baker Donelson on

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

BCLP

SEC Proposes Significant Amendments to Rule 701 and Form S-8 to Better Align with Current Employment Practices

BCLP on

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

Proskauer - Tax Talks

SEC Continues to Scrutinize Disclosure of Perks and Personal Benefits

Proskauer - Tax Talks on

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

Hogan Lovells

Principles matter: SEC amends disclosure rules for business, legal proceedings, and risk factors

Hogan Lovells on

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

Goodwin

SEC Adopts Third Round of Disclosure Modernization

Goodwin on

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

Alston & Bird

SEC Amends Regulation S-K Disclosure Requirements and Updates Definitions of “Accredited Investor” and “Qualified Institutional...

Alston & Bird on

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

Faegre Drinker Biddle & Reath LLP

In Enforcement Action, SEC Underscores Heightened Scrutiny of KPIs in MD&A Reporting

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

Morrison & Foerster LLP

Year In Review: 2019 Developments With The SEC’s Division Of Corporation Finance

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

Sheppard Mullin Richter & Hampton LLP

SEC Looks to Modernize Disclosure Approach

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

Perkins Coie

SEC’s FAST Act Disclosure Simplification Amendments Effective May 2

Perkins Coie on

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

Eversheds Sutherland (US) LLP

Not so FAST – SEC passes rules to implement FAST Act provisions

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

Perkins Coie

SEC Adopts New Disclosure Requirements for Mining Companies

Perkins Coie on

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

Eversheds Sutherland (US) LLP

The SEC prunes its disclosure rules and forms, but will the changes bear fruit for registered investment companies and BDCs?

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

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