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Securities Act of 1933 › Corporate Governance › Publicly-Traded Companies

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Latham & Watkins LLP

The Latham Global IPO Guide - 2025 Edition

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This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

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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

Foley & Lardner LLP

SEC Actions in Review: What Officers and Directors Should Know for 2025

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As the regulatory landscape continues to evolve, public company officers and directors must stay abreast of the enforcement priorities and expectations of the Securities and Exchange Commission (SEC). Over the past year, the...more

Cooley LLP

Public Companies Update – September One-Minute Reads

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On August 20, 2024, the US Securities and Exchange Commission (SEC) announced that the fees public companies and other issuers pay to register their securities with the commission have increased from $147.60 per million...more

Fenwick & West LLP

Will a Recent U.S. Supreme Court Decision Encourage More Companies to Go Public Through a Direct Listing? Implications of Slack...

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On June 1, 2023, the U.S. Supreme Court (the Supreme Court) issued a much-anticipated decision in the case captioned Slack Technologies, LLC, fka Slack Technologies, Inc. (Slack), et al. v. Pirani (the Slack Decision), which...more

Dorsey & Whitney LLP

Continuing a Company from One Country to Another Country Without U.S. Registration or Exemption Triggers Shareholder Rescission...

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​​​​​​​In Canada it’s considered no big deal to ask shareholders to approve a continuance or redomicile of a company from one province to another, or between Canadian provincial and federal jurisdictions. That’s also largely...more

Baker Donelson

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

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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

Allen Matkins

Why Section 11 Is A Big Deal

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Many law firms will undoubtedly publish alerts on yesterday's decision by the Ninth Circuit Court of Appeals in Pirani v. Slack Techs., 2021 U.S. App. LEXIS 28319.   The court held that arose from  the New York Stock...more

BCLP

The SEC Experiments: Proposed Amendments to Include Certain Gig Workers in Compensatory Offerings under Rule 701 and Form S-8

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The SEC recently voted to approve proposed amendments to Rule 701 and Form S-8 governing the offer or sale of securities to employees through compensation programs. The proposed amendments provide for a temporary, five-year...more

Proskauer - Tax Talks

SEC Continues to Scrutinize Disclosure of Perks and Personal Benefits

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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

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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

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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

Faegre Drinker Biddle & Reath LLP

The SEC’s Efforts Against Public Companies & Corporate Officers Continue

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SEC Chairman Jay Clayton has repeatedly touted his focus on “Main Street.” In doing so, he unleashed the Division of Enforcement’s Asset Management specialty unit on the investment advisory industry and finalized and...more

Dorsey & Whitney LLP

SEC Creates New File Transfer System for Supplemental Materials and Rule 83 Confidential Treatment Requests

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The SEC announced last week that in light of COVID-19 concerns, the Division of Corporation Finance is providing a temporary secure file transfer process for the submission of (i) supplemental materials that are requested by...more

Latham & Watkins LLP

FAQs: SEC Filing Deadline Relief for COVID-19

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On March 25, 2020, the Securities and Exchange Commission (SEC) issued an order (the March 25 Order) that extended its prior order granting relief from SEC key filing deadlines. The March 25 Order now covers filings due on...more

Wilson Sonsini Goodrich & Rosati

Carving Out Some IPO Protections

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Thanks to a 2018 decision by the U.S. Supreme Court, the risk of IPO-related securities litigation has never been higher with class actions often brought by plaintiffs in both federal and state courts. With Congress not...more

White and Williams LLP

Direct Listings: Capital Liquidity, Liability and D&O Insurance Coverage Considerations

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Direct listings have been a hot topic in the news lately, particularly in light of the recent submission of proposals to the U.S. Securities and Exchange Commission (SEC) by the New York Stock Exchange (NYSE) (and indications...more

Latham & Watkins LLP

Evolving Perspectives on Direct Listings after Spotify and Slack

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In a direct listing, a company's outstanding shares are listed on a stock exchange without a primary or secondary underwritten offering. Existing security holders become free to sell shares on the stock exchange at...more

A&O Shearman

Corporate Governance & Securities Law Update: Latin America Edition - October 2019

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Below is a summary of the main developments in US and EU corporate governance and securities law and certain financial markets regulation developments since our last update in September 2019. ...more

Latham & Watkins LLP

US IPO Guide - 2019 Edition

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This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Dorsey & Whitney LLP

Summary of SEC’s FAST Act Amendments and Additional Guidance on Confidential Treatment Requests

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The Securities and Exchange Commission finalized amendments to its regulations to modernize and simplify disclosure requirements for public companies, investment advisors and investment companies, consistent with the...more

Dorsey & Whitney LLP

SEC Requests Comments on Earnings Releases and Quarterly Reporting

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The SEC issued a request for comment on the nature and timing of disclosures that reporting companies must provide in quarterly reports on Form 10-Q, including when the requirements overlap with earnings releases furnished on...more

BCLP

Cybersecurity Disclosures

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In October of 2011, the U.S. Securities and Exchange Commission (“SEC”) issued guidance regarding a public company’s obligations to disclose cybersecurity risks and cyber incidents (the “Cybersecurity Disclosure Guidance”)....more

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