Latest Publications

Share:

How will AI impact the boardroom?

In this new paper from the Rock Center for Corporate Governance at Stanford, The Artificially Intelligent Boardroom, the authors discuss the potential impact of artificial intelligence on boardroom practices—impact that they...more

Securities Act and FPI Exchange Act forms CDIs update

Corp Fin continues its project of updating CDIs. This new tranche relates to effectiveness of Form S-3 relative to timing of filing of Forms 10-K and proxy statements, allowing non-automatically effective Forms S-3 to be...more

SEC approval now needed for formal orders of investigation

As discussed in this PubCo post, in February, Reuters reported that, under the new Administration, some SEC Enforcement staff have recently “been told that they will need to seek the Commission’s approval for all formal...more

Acting SEC Chair Uyeda presents blueprint for SEC rulemaking processes

Yesterday, Acting SEC Chair Mark Uyeda delivered remarks to the Investment Company Institute’s 2025 Investment Management Conference. While much of his presentation was specific to investment companies, the theme of his...more

SEC approves Nasdaq proposal to modify initial listing requirements related to liquidity

In December of last year, Nasdaq proposed a rule change to modify the initial listing requirements related to liquidity. More specifically, Nasdaq proposed to change Listing Rules 5405 and 5505 to require that a company...more

Government shutdown maybe?

Based on the news reports from this morning, it seems unlikely that the threatened government shutdown will come to pass. Nevertheless, although the shutdown appeared doubtful, just this morning, Corp Fin posted an...more

Corp Fin issues new and revised Securities Act CDIs—primarily Reg A and Reg D

Corp Fin has just issued a slew of new and revised CDIs regarding the Securities Act and related rule and forms—primarily Reg A and Reg D. Some are updates that relate back to the 2020 amendments designed to harmonize and...more

Shadow SEC argues for retention of SEC independence

At the end of last year, in this post on the CLS Blue Sky Blog, two leading authorities on securities law, Professors John C. Coffee, Jr. and Joel Seligman, made some predictions about SEC regulation under the new...more

SEC’s Investor Advisory Committee recommends SEC action on §11 liability after Slack. How likely is it?

In a meeting last year of the SEC’s Investor Advisory Committee, the Committee heard from a panel regarding the continued viability—or rather, lack thereof—of §11 liability following SCOTUS’s decision in Slack Technologies...more

EDGAR Next begins March 24

In this new press release, Filer Transition to New and Improved EDGAR Begins March 24, the SEC provides references and links to “extensive guidance and resources” available to assist filers with EDGAR Next. According to the...more

New CDIs related to M&A

Corp Fin has just posted some new CDIs related to M&A transactions, more specifically, a revised CDI related to Form S-4 and lock-up agreements and a new group of CDIs related primarily to material changes in tender offers....more

Are meme coins securities? Corp Fin says no

Last week, Corp Fin issued a new statement providing its views on whether “meme coins” were securities or, if offered and sold, involved securities transactions. Meme coins are more like collectibles, the staff explained,...more

Corp Fin expands opportunities for nonpublic review of draft registration statements

Yesterday, the SEC announced that Corp Fin was “further facilitating capital formation by enhancing the accommodations available to companies for nonpublic review of draft registration statements.” You might recall that, in...more

Sponsor of SB 21, controversial Delaware bill to amend corporate law, speaks out

In an exclusive interview with Law360, the Delaware legislator who was the primary sponsor of the proposed amendments to the Delaware General Corporation Law that have fueled so much debate recently discusses the thinking...more

Acting SEC Chair advocates “cost-effective regulations for every stage of a company’s lifecycle”

Yesterday, Acting SEC Chair Mark Uyeda delivered remarks to the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference focused on regulatory efforts affecting every stage of a company’s lifecycle. Setting...more

SEC announces new Enforcement unit for cyber and emerging technologies

At the end of last week, the SEC announced the establishment of a new Cyber and Emerging Technologies Unit, designed to replace the current Crypto Assets and Cyber Unit and to complement the work of the newly established...more

Executive Order deletes “independent” from “independent regulatory agencies”

On Tuesday, the President signed a new Executive Order claiming that “independent” federal regulatory agencies, such as the SEC, shouldn’t really be so independent after all. Rather, the Order contends, they all should be...more

New Delaware bill would offer safe harbor for conflicted transactions—will it convince companies to stay put in Delaware?

As discussed earlier this month, there has been a lot of chatter and speculation recently about companies changing their states of incorporation from Delaware to other states. In an interview with Business Insider, the new...more

Corp Fin does a one-eighty on shareholder proposals under Rule 14a-8

In June 2023, then-Commissioner Mark Uyeda (currently, Acting Chair) spoke to the Society for Corporate Governance 2023 National Conference on the topic of shareholder proposals under Rule 14a-8. Alluding to the frequent...more

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

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

Acting SEC Chair seeks a pause in SEC climate disclosure rule litigation

Yesterday, Acting SEC Chair Mark Uyeda issued a statement advising that he is requesting that the Court presiding over the SEC’s climate disclosure rule litigation not “schedule the case for argument” in order to allow time...more

2025 Edelman Trust Barometer unveils a “crisis of grievance”

In 2023, as discussed in this PubCo post, the Edelman Trust Barometer found that business was viewed as “the only trusted institution” at 62%—“the sole institution seen as competent and ethical.” Although, in the 2025 Edelman...more

In Chamber of Commerce v. CARB, Federal District Court dismisses two claims challenging California’s climate disclosure laws

As we’ve pointed out before, given the prevailing views on climate disclosure among folks in the new Administration, including the nominee for SEC Chair—and all that portends for the SEC’s climate disclosure regulation—the...more

Under the new Administration, will Enforcement have a lighter touch?

Reuters is reporting exclusively that, according to its sources, under the new Administration, some Enforcement staff at the SEC “have been told they need to seek permission from the politically appointed leadership before...more

Misleading political spending disclosure alleged to run afoul of the securities laws

How did federal racketeering and conspiracy charges against a politician and a 501(c)(4) organization controlled by him lead to another company’s alleged securities law violations? According to this SEC Order against...more

1,731 Results
 / 
View per page
Page: of 70

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide