News & Analysis as of

Securities and Exchange Commission (SEC) Compliance Publicly-Traded Companies

Morrison & Foerster LLP

Reminder: Prepare for EDGAR Next

On September 27, 2024, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to Regulation S-T, resulting in major changes to the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) System for SEC...more

Skadden, Arps, Slate, Meagher & Flom LLP

2026 SEC Filing Deadlines and Financial Statement Staleness Dates

Our guide to 2026 SEC filing deadlines and financial statement staleness dates (including a color-coded calendar) is now available. Public companies should factor in these key reporting deadlines, disclosure obligations and...more

Baker Botts L.L.P.

EDGAR Next: Transition to the SEC's New Filing System Before the September Deadline

Baker Botts L.L.P. on

Earlier this year, the Securities and Exchange Commission (the “SEC”) introduced a new filing system, referred to as EDGAR Next, which establishes an authentication process for EDGAR filers seeking to make filings with the...more

Ropes & Gray LLP

New SEC Staff Guidance Allows Effectiveness of Non-Automatically Effective Form S-3s before Filing of Proxy Statement

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Form S-3 registration statements filed by issuers who are not well-known seasoned issuers may now be declared effective before the filing of the proxy statement containing Part III information that was properly omitted from...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Issues Guidance on Effectiveness of Form S-3 After Filing Form 10-K but Prior to Filing Part III Information

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

Cozen O'Connor

Nasdaq Increases Initial Listing Liquidity Requirements: What It Means for Companies Going Public

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On March 12, 2025, the SEC approved a significant rule change to Nasdaq’s initial listing liquidity requirements (the New Liquidity Rules). These changes make it more challenging for companies seeking to list on the Nasdaq...more

Mayer Brown Free Writings + Perspectives

SEC Updates Guidance on the Use of Lock-Up Agreements in Rule 145(a) Transactions

On March 6, 2025, for the first time since 2008, the staff (the “Staff”) of the Securities and Exchange Commission updated its guidance on the use of lock-up agreements in connection with Rule 145(a) transactions (i.e.,...more

Akerman LLP

SEC Approves Changes to NYSE and Nasdaq Minimum Price Rules: What Public Companies Need to Know

Akerman LLP on

In January 2025, the Securities and Exchange Commission (the Commission) approved amendments to the minimum bid price compliance rules for companies listed on the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more

Akin Gump Strauss Hauer & Feld LLP

SEC Publishes Revised C&DI Related to Lock-Up Agreements in Business Combinations and New C&DIs Related to Tender Offers

On March 6, 2025, the U.S. Securities and Exchange Commission (SEC) published (1) a revised Compliance and Disclosure Interpretation (C&DI) regarding lock-up agreements in business combinations and (2) five new C&DIs...more

Mayer Brown Free Writings + Perspectives

SEC Expands Accommodations for Issuers Submitting Draft Registration Statements

On March 3, 2025, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) announced a new policy, with immediate effect, expanding the accommodations available for issuers that...more

Cozen O'Connor

SEC Expands Availability of Confidential Review Process to Encourage Flexibility in Capital Formation

Cozen O'Connor on

On March 3, 2025, the Securities and Exchange Commission (SEC) staff issued guidance that expands the existing accommodations available to companies to submit draft registration statements to the SEC for confidential,...more

Morrison & Foerster LLP

U.S. SEC Expands Accommodations for Confidential Draft Registration Statements

On March 3, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the SEC) issued new guidance, effective immediately, expanding the accommodations available for...more

Perkins Coie

Are You Ready for What’s (EDGAR) Next?

Perkins Coie on

Here’s a friendly reminder that the EDGAR Next transition is fast approaching. If your company has not yet begun preparations, we urge you to start planning now. As you may recall, on September 27, 2024, the U.S. Securities...more

White & Case LLP

Prepare Now for Edgar Next

White & Case LLP on

On September 27, 2024, the Securities and Exchange Commission (the "SEC") adopted rule and form amendments to the Commission's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system to improve access to and...more

Foley Hoag LLP - Public Companies & the Law

10 Disclosure Considerations for Public Companies Given Trump’s and DOJ’s Outlook on “Illegal DEI”

As we previously explained, Trump issued a handful of executive orders aimed at eliminating diversity, equity and inclusion (“DEI”) programs and policies within the federal government and encouraged the private sector...more

Moore & Van Allen PLLC

“EU Listing Act Introduces Exemptions Allowing Insiders to Trade During Blackout Periods.”

On November 14, 2024, the EU Listing Act (the “Listing Act”) was published in the Official Journal of the European Union. The Listing Act entails a legislative package designed to improve capital markets access and enhance...more

Mintz - Employment Viewpoints

Impact of DEI-Related Executive Orders on Disclosures in Recent Public Company Annual Reports

President Trump’s executive orders aimed at Diversity, Equity and Inclusion (DEI) programs and policies, including the executive order titled “Ending Illegal Discrimination and Restoring Merit Based Opportunity” (Executive...more

ArentFox Schiff

SEC Approves Nasdaq Proposed Rules Modifying Minimum Bid Price Compliance Periods and Delisting Process

ArentFox Schiff on

On January 17, the US Securities and Exchange Commission (SEC) approved Nasdaq’s proposed rule changes addressing companies that fail to meet the minimum bid price requirements of $1 per share and the subsequent delisting...more

Sullivan & Worcester

SEC Approves NYSE and NYSE American Rule Changes Regarding Minimum Price Criteria Compliance Periods and the Use of Reverse Stock...

Sullivan & Worcester on

In January 2025, the Securities and Exchange Commission (SEC) approved rule changes proposed by the New York Stock Exchange (NYSE) and NYSE American that impact companies utilizing reverse stock splits to regain compliance...more

WilmerHale

SEC Staff Issues New Guidance on Shareholder Proposals and Rescinds Staff Legal Bulletin No. 14L

WilmerHale on

On February 12, 2025, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M), which rescinds prior Staff Legal Bulletin No. 14L (SLB 14L) and provides updated guidance on shareholder proposals...more

Morrison & Foerster LLP

Back to the Future: SEC Staff Issues Sweeping New Guidance on Shareholder Proposals Mid-Season

On February 12, 2025, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M), rescinding Staff Legal Bulletin No. 14L (Nov. 3, 2021)...more

Lowenstein Sandler LLP

SEC Charges Public Company with AI Washing

On January 14, 2025, the U.S. Securities and Exchange Commission (SEC) charged Presto Automation Inc. (Presto) with violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 for misleading artificial...more

Seward & Kissel LLP

2025 SEC Filing Deadlines and Financial Statement Staleness Dates

Seward & Kissel LLP on

2025 desk top reference for public companies: the attached document includes a 2025 calendar and other resources to help alert public companies to key SEC filing dates and financial statement staleness deadlines....more

Foley & Lardner LLP

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

Foley & Lardner LLP on

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

Katten Muchin Rosenman LLP

Reminder for Public Companies Granting Stock Options and Stock Appreciation Rights: Don't Forget New Item 402(x) Disclosure

As public company issuers prepare for the 2025 reporting season, issuers should be reminded (or made aware) of the new executive compensation-related disclosure requirements. On December 14, 2022, the Securities and Exchange...more

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