On March 3, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the SEC) issued new guidance, effective immediately, expanding the accommodations available for...more
On February 27, 2025, the staff of the Securities and Exchange Commission’s Division of Corporate Finance (the “staff”) released its views on “meme coins,” stating that under certain circumstances, the offer and sale of “meme...more
On February 12, 2025, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M), rescinding Staff Legal Bulletin No. 14L (Nov. 3, 2021)...more
2/14/2025
/ Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Financial Services Industry ,
No-Action Letters ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
In this episode of the Above Board podcast, hosts Scott Lesmes and Haima Marlier are joined by Morrison Foerster partners and legal advisors to leading artificial intelligence (AI) companies Marian Waldmann Agarwal and Justin...more
Many companies are in the midst of preparing their year-end Annual Reports on Form 10-K and looking ahead to their annual meeting of shareholders. In addition to changes to rules, regulations and disclosure trends, the...more
2/7/2025
/ Artificial Intelligence ,
Climate Action Plan ,
Climate Change ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Donald Trump ,
Executive Orders ,
Form 10-K ,
Geopolitical Risks ,
Insider Trading ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Tariffs
On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the...more
On December 19, 2023, the Fifth Circuit Court of Appeals issued an opinion and judgment vacating (the “Judgment”) the U.S. Securities and Exchange Commission’s (SEC) Share Repurchase Disclosure Modernization rule (the...more
On November 22, 2023, the U.S. Securities and Exchange Commission (SEC) issued an order postponing the effective date (the “Postponement”) of the Share Repurchase Disclosure Modernization rule (the “Repurchase Rule”), which...more
On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the...more
On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more
5/16/2023
/ Disclosure Requirements ,
Foreign Private Issuers ,
Form 10-Q ,
Investors ,
Regulation S-K ,
Repurchases ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Stock Repurchases ,
Trading Policies
On February 10, 2023, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published new Regulation S-K Compliance and Disclosure Interpretations (C&DIs) regarding the...more
Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates...more
12/27/2022
/ Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Internal Revenue Code (IRC) ,
Non-GAAP Financial Measures ,
Popular ,
Principal Executive Office (PEO) ,
Proxy Season ,
Regulation S-K ,
Securities Exchange Act ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Total Shareholder Return (TSR)
On December 14, 2022, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to the affirmative defense in Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the Exchange Act), and adopted...more
On February 10, 2022, the U.S. Securities and Exchange Commission (the SEC) proposed amendments[1] to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934...more
This article focuses on complications arising under the Securities Act of 1933, as amended (“Securities Act”), relating to de-SPACed public companies that may restrict foreclosing lenders from selling shareholdings pledged...more
1/14/2022
/ Former Owners ,
Holding Periods ,
Public Offerings ,
Resales Agreements ,
Rule 144 ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
On December 15, 2021, the U.S. Securities and Exchange Commission (the SEC) proposed amendments to the affirmative defense in Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and...more
12/17/2021
/ 10b5-1 Plans ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Gary Gensler ,
Good Faith ,
Insider Trading ,
Proposed Amendments ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On November 19, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments intended to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K.[1] The SEC has eliminated...more
On November 17, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Regulation S-T to permit to the use of electronic signatures in signature authentication documents required under Regulation S-T in...more
On September 23, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its shareholder proposal rule, Rule 14a-8 under the Securities Exchange Act of 1934, which governs the process for a shareholder...more
On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the description of business, legal proceeding, and risk factor disclosures that are required pursuant to Regulation S-K. The SEC has...more
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
5/6/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Division of Corporate Finance ,
Filing Deadlines ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
New Guidance ,
Offerings ,
Publicly-Traded Companies ,
Relief Measures ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Time Extensions
On April 10, 2020, the Division of Corporation (the “Staff”) published a statement addressing logistical difficulties in satisfying the requirement to file Securities Act of 1933 Form 144 (the “Statement”). Noting the current...more
As a further response to circumstances presented by the COVID-19 pandemic, on March 26, 2020, the SEC published new temporary final rules.The temporary final rules ease requirements regarding applications for Form ID and...more
On March 4, 2020, the SEC published an order providing conditional regulatory relief and assistance regarding filings under the Securities Exchange Act of 1934 (the “Exchange Act”) for issuers affected by COVID-19. This order...more
On March 24, 2020, the staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets (together, the “Staff”) published Staff Statement Regarding Rule 302(b) of...more