News & Analysis as of August 8, 2025

Corporate Governance

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

SEC Division of Corporate Finance Updates C&DIs Related to the Eligibility to File Schedule 13G

Dorsey & Whitney LLP on 2/27/2025

On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more

No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L

Bass, Berry & Sims PLC on 2/19/2025

On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates...more

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

Cooley LLP on 2/17/2025

On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more

Corp fin posts two new CDIs on Schedules 13D and 13G

Cooley LLP on 2/14/2025

Corp Fin has posted two new CDIs regarding filing of Schedules 13D and 13G under Exchange Act Sections 13(d) and 13(g) and related Rule 13d-1. The new CDIs address issues related to determining, for purposes of eligibility to...more

SEC charges Celsius Holdings with improper accounting for stock awards and disclosure control failures

Cooley LLP on 1/21/2025

In this settled action—part of a slew of SEC Enforcement cases reported out in the last days before the change in Administration—the SEC alleged that Celsius Holdings, Inc. engaged in improper accounting for stock-based...more

SEC files complaint against Elon Musk alleging violation of Section 13(d)

Cooley LLP on 1/17/2025

On Tuesday, the SEC filed a complaint in the D.C. federal district court alleging that Elon Musk ignored the Section 13(d) beneficial ownership reporting deadline when, in March 2022, he acquired more than 5% of outstanding...more

Enforcement offers a reminder about disclosures of related-person transactions

Cooley LLP on 1/15/2025

Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more

McMahon takes a bump

Cooley LLP on 1/13/2025

On Friday, the SEC announced settled charges against Vince McMahon, founder, controlling shareholder and former Executive Chair and CEO of World Wrestling Entertainment, for “knowingly circumventing WWE’s internal accounting...more

Fifth Circuit Vacates SEC Order Approving Nasdaq’s Board Diversity Proposal

A&O Shearman on 12/24/2024

On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 en banc decision, vacated NASDAQ’s Board Diversity Rules (the “Rules”) in Alliance for Fair Board Recruitment v. SEC, finding that the...more

SEC Adopts Amendments to Rules Governing Schedule 13D and Schedule 13G Beneficial Ownership Reporting

Goodwin on 10/23/2023

On October 10, 2023, the US Securities and Exchange Commission (the “SEC”) adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange...more

Securities Snapshot: 3rd Quarter 2023 - What You Need to Know About The SEC's Latest Rulemaking

Keating Muething & Klekamp PLL on 10/2/2023

The weather may be cooling down, but the Securities and Exchange Commission (“SEC”) did not cool down its pace of rulemaking during the third quarter of 2023. The SEC adopted its highly anticipated cybersecurity disclosure...more

SEC Adopts Amendments to Reduce Burdens on Smaller Issuers

Winstead PC on 4/15/2020

On March 12, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions in Exchange Act Rule 12b-2. The SEC believes that the amendments will more...more

COVID-19 - The SEC acts quickly

Eversheds Sutherland (US) LLP on 3/9/2020

On Wednesday, March 4, 2020, the Securities and Exchange Commission (SEC) issued two statements intended to ease certain corporate governance and reporting obligations in light of the coronavirus disease 2019 (COVID-19). The...more

When Canadian Investors Must Report Investments (including those in Canada!) to the SEC

Dorsey & Whitney LLP on 10/23/2019

On September 17, 2019, the Financial Post reported that British Columbia Investment Management Corporation (BCIMC), one of Canada’s largest pension funds, inadvertently failed to report to the U.S. Securities and Exchange...more

Corporate Communicator - Winter 2018-2019

Snell & Wilmer on 12/26/2018

SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more

New Law Allows for Regulation A+ Offerings by Reporting Companies

Dorsey & Whitney LLP on 6/13/2018

On May 24, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”) was signed into law. One of the purposes of the Act is to encourage capital formation by directing the Securities and Exchange...more

Doing Business in the U.S.

Pillsbury Winthrop Shaw Pittman LLP on 4/17/2013

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more

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