Securities and Exchange Commission (SEC), Regulation S-K, Public Offerings

SEC Expands Eligibility For Confidential Draft Registration Statement Submissions

Baker Botts L.L.P. on 3/13/2025

On March 3, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) announced significant enhancements to the ability of issuers to submit draft...more

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

Stinson - Corporate & Securities Law Blog on 4/12/2024

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

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2020 Edition

Latham & Watkins LLP on 1/13/2020

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know - 2020 Edition

Latham & Watkins LLP on 1/13/2020

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Hard at Work Closing Out an Already Active 2018

White & Case LLP on 1/15/2019

SEC Adopts Hedging Rules, Extends Regulation A to all Public Companies and Solicits Comments on Earnings Releases and Quarterly Reports. SEC Adopts Rules for Public Companies to Use Regulation A - Keeping up with the...more

SEC Division of Corporation Finance Update

Morrison & Foerster LLP - JOBS Act on 11/21/2016

At the American Bar Association’s Fall Meeting, Keith Higgins, Director of the SEC’s Division of Corporation Finance (the “Division”), gave his last “Dialogue with the Director” given the upcoming change in administration. ...more

10th Circuit Relies On Earnings Release and Compliance with Regulation S-K to Reject Claim of Material Omissions in Public...

Morgan Lewis on 8/14/2014

In United Food and Commercial Workers Union Local 880 Pension Fund v. Chesapeake Energy Corporation, the U.S. Court of Appeals for the Tenth Circuit affirmed a lower court’s dismissal of the complaint on a motion for summary...more

Securities and Exchange Commission (SEC) › Regulation S-K › Public Offerings