On April 10, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued a Staff statement providing guidance on how existing disclosure requirements apply to offerings and registrations of crypto asset...more
The EDGAR Next system has gone live, and all filers – including public companies, investment funds, insiders, and third-party filing agents – must re-enroll in the EDGAR Next system by September 15, 2025, with the legacy...more
3/28/2025
/ Capital Markets ,
Corporate Governance ,
EDGAR ,
Filing Deadlines ,
Filing Requirements ,
Investment Funds ,
Popular ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC recently announced new accommodations to expand the types of companies and registration statements eligible for confidential SEC review. In this post, we summarize key takeaways from the announcement, including what...more
3/7/2025
/ Banking Sector ,
Capital Markets ,
Confidentiality Policies ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Financial Institutions ,
Initial Public Offering (IPO) ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement.
For...more
12/24/2024
/ Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Non-GAAP Financial Measures ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Task Force on Climate-related Financial Disclosures (TCFD)
The Director of the Division of Corporation Finance of the SEC issued a statement last week relating to the recent SEC cybersecurity disclosure rules that require public companies to disclose the occurrence of material...more
5/28/2024
/ Banking Sector ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Investors ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Voluntary Disclosure
On March 6, 2024, almost two years after its originally proposed rules, the Securities and Exchange Commission (SEC) adopted final rules relating to the enhancement and standardization of climate-related disclosures. While...more
The Securities and Exchange Commission (SEC) announced today that it has issued an order postponing the effective date of its Share Repurchase Disclosure Modernization rule and, as a result, the rule is stayed pending further...more
On July 26, 2023, the SEC adopted final rules that require public companies to promptly disclose material cybersecurity incidents on Form 8-K and detailed information regarding their cybersecurity risk management and...more
On February 15, 2023, the SEC adopted several changes to shorten the standard settlement cycle for securities transactions to T+1 effective May 28, 2024...more
Foreign private issuers (“FPIs”) with a calendar year end must file their annual report on Form 20-F with the U.S. Securities and Exchange Commission (the “SEC”) no later than May 1, 2023....more
On December 14, 2022, the SEC adopted amendments that significantly change the requirements for Rule 10b5-1 plans, including by imposing a 90 to 120 day cooling-off period for plans adopted by directors and officers, and...more
On March 30, 2022, the SEC released highly anticipated proposed rules for transactions involving special purpose acquisition companies (SPACs). If adopted in their current form, these rules would purport to make wide-ranging...more
After much anticipation, on March 21, 2022, the Securities and Exchange Commission (SEC) released its new proposed climate-related disclosure framework, a sweeping overhaul of the current, materiality-based climate change...more
It is now time for foreign private issuers (FPIs) to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by...more
On December 15, 2021, the Securities and Exchange Commission (SEC) proposed a new rule “intended to improve the quality, relevance and timeliness of information related to issuer share repurchases.” Specifically, the new rule...more
Recent comments by former SEC Chair Clayton and current SEC Chair Gensler called renewed attention to Rule 10b5-1 plans, which had also received recent legislative interest in Congress, contributing to the current rule...more
In a December 18, 2019 release, the U.S. Securities and Exchange Commission proposed to amend the definition of “accredited investor” in Rule 501 of Regulation D and the definition of “qualified institutional buyer” in Rule...more
1/9/2020
/ Accredited Investors ,
Financial Regulatory Reform ,
Investment Advisers Act of 1940 ,
Proposed Amendments ,
Qualified Institutional Buyers ,
Registered Investment Advisors ,
Regulation D ,
Rule 144A ,
Rule 501 ,
Rule 506 ,
Rulemaking Process ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Regulation