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
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
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
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
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
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
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
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
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
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
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
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
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
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
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published new "CF Disclosure Guidance: Topic No. 8" (Guidance) regarding disclosure obligations companies...more
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission issued new "CF Disclosure Guidance: Topic No. 7" (Guidance) regarding confidential treatment requests pursuant to...more
On December 19, 2019, the Staff of the Division of Corporation Finance (the “Staff”) released guidance detailing the process to be followed by companies that choose to submit confidential treatment applications. In March...more
On July 12, 2019, the staff of the Division of Corporation Finance, Division of Investment Management, Division of Trading and Markets, and Office of the Chief Accountant (Staff) of the Securities and Exchange Commission...more
In his March 15, 2019 speech1 at the 18th Annual Institute on Securities Regulation in Europe, William Hinman, Director of the Securities and Exchange Commission's ("SEC") Division of Corporation Finance ("Corp Fin"),...more
On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing...more
On February 6, 2019, the Securities and Exchange Commission's Division of Corporation Finance ("Corp Fin") posted two identical Compliance & Disclosure Interpretations ("C&DIs") relating to diversity disclosure under Items...more
The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends. The following governance and disclosure developments should be considered in the course of preparing these filings....more
On February 21, 2018, the U.S. Securities and Exchange Commission (“SEC”) released interpretive guidance to assist public companies in the proper disclosure of cybersecurity risks and incidents (“New Guidance”) – seven years...more
Beginning in 2018, U.S. public companies will generally need to comply with the pay ratio disclosure rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires that each such company disclose the...more
On October 18, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued interpretive guidance on the pay ratio disclosure requirements in Item 402(u) of...more