News & Analysis as of

Division of Corporate Finance

Davis Wright Tremaine LLP

SEC Clarifies Reporting of Material vs. Immaterial Cybersecurity Incidents

The U.S. Securities and Exchange Commission's (SEC) Division of Corporate Finance (Division) published a statement on May 21, 2024, regarding how public companies may disclose cyber incidents they determined to be immaterial....more

Vinson & Elkins LLP

SEC Approves Final SPAC Rules

Vinson & Elkins LLP on

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March...more

Vinson & Elkins LLP

Get the Numbers Right — SEC Enforcement Activity Highlights Focus on Accounting Violations, Non-GAAP Disclosures and Executive...

Vinson & Elkins LLP on

Recent enforcement actions brought by the Securities and Exchange Commission (“SEC”) signal that the SEC is paying close attention to public company financial reporting and will continue to punish misleading accounting and...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Division of Corporation Finance Publishes Guidance for Registrants as Government Shutdown Looms

On September 27, 2023, facing the prospect of a lapse of appropriations, the staff of the Securities and Exchange Commission’s Division of Corporation Finance published a summary of the anticipated impact on its operations of...more

Wilson Sonsini Goodrich & Rosati

Potential Ramifications of a Government Shutdown for the SEC

If U.S. congressional leaders are unable to resolve the current federal budget standoff, it is expected that much of the federal government, including the U.S. Securities and Exchange Commission (SEC), would shut down soon...more

Nelson Mullins Riley & Scarborough LLP

SEC Division of Corporation Finance Releases Updated Financial Reporting Manual

The SEC’s Division of Corporation Finance, or CorpFin, has released an updated financial reporting manual (FRM). In keeping with prior convention, updates as of Dec. 31, 2022, are marked with a “Last updated: 12/31/2022”...more

Mayer Brown Free Writings + Perspectives

SEC Rulemaking Agenda for 2023 Released

On January 4, 2023, the Office of Information and Regulatory Affairs released the Fall 2022 Unified Agenda of Regulatory and Deregulatory Actions, which includes, among other things, the SEC’s semi-annual regulatory agenda....more

White & Case LLP

SEC Issues Sample Comment Letter on Disclosure Obligations Related to Russia’s Actions in Ukraine; White & Case Surveys S&P 500...

White & Case LLP on

On May 3, 2022, the Division of Corporation Finance ("Corp Fin") of the Securities and Exchange Commission ("SEC") posted a sample comment letter emphasizing companies' potential disclosure obligations related to direct or...more

Proskauer - Corporate Defense and Disputes

Major SPAC News, Rules May Be Coming This Week

On Thursday, March 24th, the Securities and Exchange Commission announced an agenda for a March 30th open meeting for the Divisions on Corporate Finance and Investment Management. The meeting has only one agenda item: SPACs,...more

Morrison & Foerster LLP

SEC Staff Highlights Comments On Climate Change Disclosure

The Division of Corporation Finance of the U.S. Securities and Exchange Commission recently published a sample letter to companies providing illustrative comments that the Division of Corporation Finance may issue to...more

Keating Muething & Klekamp PLL

Division of Corporation Finance Issues Sample Comment Letter Regarding Climate Related Disclosures

On September 22, 2021, the Commission’s Division of Corporation Finance published a sample letter to companies regarding climate change disclosure.  The letter contains sample comments that the Division may issue to companies...more

Stinson - Corporate & Securities Law Blog

Corp Fin Director Questions Application of PSLRA to De-SPAC Transactions

John Coates, Acting Director, Division of Corporation Finance, issued a statement questioning the application of the safe harbor for forward looking information in the Private Securities Litigation Reform Act (PSLRA) to a...more

Goodwin

Climate Clash at the Commission?

Goodwin on

A flurry of recent climate-related announcements from the SEC forecasts an upcoming policy battle at the agency. Acting Chair Allison Herren Lee has signaled that “ESG” will clearly be in focus across the SEC’s various...more

Goodwin

Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition

Goodwin on

Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition; SEC Division of Corporation Finance Suggests Companies Issue Additional Disclosures When...more

Goodwin

Limiting SPAC-Related Litigation Risk: Disclosure And Process Considerations

Goodwin on

2020 marked an incredible surge in the prevalence of Special Purpose Acquisition Company (“SPAC”) initial public offerings and business combinations (“deSPAC transactions”). In 2020, there were 248 SPAC IPOs (raising total...more

King & Spalding

Not So Special – Securities And Antitrust Regulators May Increase Attention To SPACs In The Coming Year

King & Spalding on

In a remarkable year for the equity markets in 2020, the increased use of Special Purpose Acquisition Companies (“SPACs”) to take companies public stands out as a defining trend. In 2020, well-known private businesses – like...more

Proskauer Rose LLP

SPAC Disclosures – SEC Focuses in on Conflicts of Interests

Proskauer Rose LLP on

On December 22, 2020, the staff of the Securities and Exchange Commission's Division of Corporation Finance issued new guidance with disclosure considerations for special purpose acquisition companies ("SPACs"). The new...more

Mayer Brown Free Writings + Perspectives

The SEC Speaks in 2020: Division of Corporation Finance

On October 8, 2020, the staff of the SEC’s Division of Corporation Finance spoke at PLI’s The SEC Speaks in 2020 program, providing insights on recent developments, rulemakings, guidance and initiatives....more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Explains Options Available for Expiring Confidential Treatment Orders

On September 9, 2020, the staff of the SEC Division of Corporation Finance (Staff) updated CF Disclosure Guidance: Topic No. 7 (Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2) to explain the...more

Akin Gump Strauss Hauer & Feld LLP

SEC’s Division of Corporation Finance Provides Updated Guidance on Disclosure Considerations Regarding Operations, Liquidity and...

On June 23, 2020, the Division of Corporation Finance (“Division”) of the Securities and Exchange Commission (SEC) provided additional guidance (“Topic No. 9A”) regarding disclosures about operations, liquidity and capital...more

Fenwick & West LLP

SEC Emphasizes Continued Importance of Financial Disclosures in Light of COVID-19

Fenwick & West LLP on

The U.S. Securities and Exchange Commission’s Office of the Chief Accountant (OCA) and Division of Corporation Finance (Division) have separately issued statements emphasizing the continued importance of high-quality...more

Ballard Spahr LLP

SEC’s Division of Corporation Finance Releases Four COVID-19 Related FAQs

Ballard Spahr LLP on

On May 4, 2020, the staff of the Division of Corporation Finance (the Staff) of the United States Securities and Exchange Commission (Commission) released guidance in the form of four frequently asked questions (FAQs) related...more

Morrison & Foerster LLP

U.S. SEC Staff Issues Guidance Regarding On-Going Exchange Act Reporting And Registered Securities Offerings In Light Of COVID-19

On May 4, 2020, the U.S. SEC’s Division of Corporation Finance (the “Staff”) published four “FAQs” relating to the application of the Commission’s March 25, 2020 Order (the “COVID-19 Order”) providing extended deadlines for...more

Mayer Brown Free Writings + Perspectives

CorpFin Allows Form 144 Filings via Email in Light of COVID-19 Concerns

Recognizing the logistical difficulties of submitting Forms 144 in paper in light of COVID-19 concerns, the SEC’s Division of Corporation Finance (CorpFin) announced last April 10 that it will not recommend enforcement...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Chairman and Division of Corporation Finance Director Urge Robust Disclosure Amid COVID-19 Uncertainty

As public companies approach an unprecedented earnings season due to the COVID-19 outbreak, U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton and Division of Corporation Finance Director William Hinman issued...more

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