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Capital Markets Disclosure Requirements Securities Regulation

Alston & Bird

An Update to Climate Risk Disclosures Among the SEC, CA, and the EU: Navigating Next Steps

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The Securities and Exchange Commission’s final rules on disclosing climate-related risks to investors are on hold, but California and EU rules are in effect. Our Securities and Environmental, Social & Governance (ESG) teams...more

Wyrick Robbins Yates & Ponton LLP

SEC Pauses Climate Disclosure Rules

On April 4, 2024, the Securities and Exchange Commission (the “Commission”) voluntarily issued an order staying its recently adopted climate disclosure rules  (the “Final Rules”), pending the completion of judicial review of...more

Proskauer Rose LLP

Special Report: Primarily Non-Financial Corporate Reporting: Climate Change

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Version 2.0 following publication of the U.S. Securities and Exchange Commission (“SEC”) Climate-Related Disclosure Rules - A wave of new legislation and regulation in the U.S. and Europe has the potential to...more

K&L Gates LLP

Threading the Needle: The US Securities and Exchange Commission's Final Climate-Related Disclosure Rules

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On 6 March 2023, by a 3-2 vote of the Commissioners split along party lines, the US Securities and Exchange Commission (SEC) adopted “The Enhancement and Standardization of Climate-Related Disclosures for Investors” final...more

Wyrick Robbins Yates & Ponton LLP

SEC Adopts Final Rules Relating to SPACs, Shell Companies, and De-SPAC Transactions

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and guidance affecting initial public offerings (“IPOs”) of special purpose acquisition companies (“SPACs”) and business...more

Robinson & Cole LLP

SEC Adopts Final Rules Related to SPAC IPOs and DeSPAC Transactions

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On January 24, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules (the “Final Rules”) related to special purpose acquisition companies (SPACs) and de-SPAC transactions.[1] The Final Rules are intended...more

Mayer Brown Free Writings + Perspectives

SEC to Consider Final SPAC Related Amendments

The Securities and Exchange Commission (the “SEC”) announced as part of its agenda for its January 24, 2024 open meeting that it will consider whether to adopt new rules and amendments to disclosures in initial public...more

Jenner & Block

Client Alert: Fifth Circuit Court of Appeals Vacates the SEC’s Share Repurchase Disclosure Modernization Rule Amendments

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On December 19, 2023, the US Court of Appeals for the Fifth Circuit (Fifth Circuit) issued a decision vacating the share repurchase disclosure modernization rule amendments that the US Securities and Exchange Commission (SEC)...more

Stikeman Elliott LLP

Selective Disclosure in the “Necessary Course of Business”: New Guidance from Ontario’s Capital Markets Tribunal

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In Kraft (Re), 2023 ONCMT 36 (“Kraft”), a recent decision of Ontario’s Capital Markets Tribunal (the “Tribunal”), the panel considered the meaning of the “necessary course of business” (“NCOB”) exception to the general...more

Wyrick Robbins Yates & Ponton LLP

SEC Share Repurchase Rule Suffers Legal Setback

As previously reported, the Securities and Exchange Commission (SEC) adopted amendments earlier this year to modernize existing disclosure requirements relating to companies’ repurchases of their equity securities. For...more

Stikeman Elliott LLP

OSC Approves Permanent Exemption from Underwriting Conflicts Disclosure Requirements for Foreign Private Placements

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The Ontario Securities Commission (“OSC”) recently made proposed OSC Rule 33-509 Exemption from Underwriting Conflicts Disclosure Requirements (the “Rule”) to provide a permanent exemption in Ontario from the underwriting...more

Wyrick Robbins Yates & Ponton LLP

SEC Issues Additional Guidance Related to Pay Versus Performance

On September 27, 2023, the U.S. Securities and Exchange Commission (the “SEC”) updated its compliance and disclosure interpretations (“C&DIs”) on pay versus performance disclosures (see the Regulation S-K C&DI page on the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets - 2024 SEC Filing Deadlines and Financial Statement Staleness Dates

Our 2024 annual guide to SEC filing deadlines and financial statement staleness dates has been released. Public companies should keep in mind key reporting deadlines, disclosure obligations and SEC holidays as they plan for...more

Wyrick Robbins Yates & Ponton LLP

Tracking the SEC’s Climate and ESG Task Force and its Enforcement Actions

Capital Markets In March of 2021, the U.S. Securities and Exchange Commission (“SEC”) announced the creation of a Climate and ESG Task Force (“Task Force”) in the Division of Enforcement. Prompted by increased investor focus...more

Troutman Pepper

SEC Adopts Final Cybersecurity Rules — Requires Companies to Focus on their Security and Disclosure Plans

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On July 26, the Securities and Exchange Commission (SEC) adopted, by a 3-2 margin, a final rule to require more immediate disclosure of material cybersecurity incidents by public companies. In addition, the final rule...more

Orrick, Herrington & Sutcliffe LLP

Long Anticipated SEC Cybersecurity Disclosure Rule Expected to be Finalized July 26

The SEC has scheduled an open meeting on Wednesday to decide on the adoption of eagerly anticipated cybersecurity incident and governance reporting rules. If the agency adopts rules that align with what it proposed last year,...more

Mayer Brown Free Writings + Perspectives

Top 10 Practice Tips: Comfort Letters - August 2022

This practice note discusses 10 practice points that can help you, as counsel to underwriters or initial purchasers, skillfully navigate the task of reviewing and negotiating comfort letters. A comfort letter is a letter...more

Jones Day

Comment Letter Submitted on SEC’s Proposed Climate-Related Disclosure Rules

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We believe our proposed changes support all market participants' common objectives of investor protection and fair and efficient capital markets. ...more

Mayer Brown Free Writings + Perspectives

SEC Division of Corporation Finance Issues Sample Letter to China-Based Companies

On December 20, 2021, the US Securities and Exchange Commission’s Division of Corporation Finance (“Division”) issued the Sample Letter (“Letter”) to companies based or having the majority of their operations in the People’s...more

Jones Day

SEC Proposes Three New Rules for Securities-Based Swaps

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The SEC is considering new rules that would require public position reporting and other requirements for security-based swaps. On December 15, 2021, the SEC proposed three rules under the Securities Exchange Act to...more

Wyrick Robbins Yates & Ponton LLP

SEC Issues Proposed Rules on Rule 10b5-1 Plans and Insider Trading

On December 15, 2021, the Securities and Exchange Commission (“SEC”) proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”).  Comments to the proposal are due within 45 days after...more

Skadden, Arps, Slate, Meagher & Flom LLP

2022 SEC Filing and Staleness Calendars and Annual Regulatory Review

In preparation for 2022, reporting companies should be aware of the SEC filing deadlines and financial statement “staleness” dates that will apply to them, as well as recent regulatory reforms that may affect the preparation...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Wyrick Robbins Yates & Ponton LLP

Nasdaq Proposes New Listing Rules Aimed at Promoting Board Diversity and Transparency

On December 1, 2020, Nasdaq, Inc. (“Nasdaq”) filed a proposal with the U.S. Securities and Exchange Commission (the “SEC”) to adopt new listing rules aimed at promoting board diversity and disclosure of board diversity...more

Morgan Lewis

SEC Releases Guidance on Disclosure Considerations for China-Based Issuers

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The SEC Division of Corporation Finance has provided its views regarding certain disclosure considerations for companies based in or with the majority of their operations in the People’s Republic of China....more

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