On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules requiring issuers to include extensive disclosure in registration statements and periodic reports regarding material...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted climate disclosure rules which will require registrants to disclose detailed new climate-related disclosures in annual reports and registration...more
Seyfarth Synopsis: As reporting companies prepare their Pay Versus Performance (PVP) disclosures for their upcoming proxy statements, they should take into consideration the most recent guidance on the topic in Securities...more
On March 6, 2024, in a 3-2 vote along party lines, the SEC adopted the long-awaited final rules on climate-related disclosures. The proposed rules faced intense public scrutiny over the last two years, with the SEC receiving...more
With a stated goal of enhancing transparency of business ownership, the federal Corporate Transparency Act (CTA) mandates various types of businesses – such as corporations, limited liability companies, and limited...more
Beginning with quarters ending on or after October 1, 2023, most US-listed issuers will be required to make more extensive disclosures on their share repurchase programs and insider transactions proximate to a program’s...more
Many publicly reporting companies often respond to lawsuits by characterizing them as “without merit” in their securities filings. If the company does not prevail in such litigation, can it still be held responsible for...more
As a significant step in its ongoing initiatives on the disclosure, management, and oversight of cybersecurity risks and incidents, on July 26, 2023, the US Securities and Exchange Commission (SEC or Commission) adopted rules...more
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more
In November 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to management’s discussion and analysis of financial condition and results of operations (“MD&A”) and other financial disclosure...more
Changes are intended to address unintended consequences of 2018 SEC ruling. The amendments to the definitions of “accelerated filer” and “large accelerated filer” pursuant to Rule 12b-2 under the Securities Exchange Act of...more
The Securities and Exchange Commission (SEC) has adopted amendments to the definitions of accelerated filer and large accelerated filer to exclude companies that had annual revenues of less than $100 million in their most...more
The SEC has adopted amendments to the accelerated and large accelerated filer definitions to exclude smaller reporting companies with annual revenues of less than $100 million. As a result of the amendments, these smaller...more
On March 12, 2020, the Securities and Exchange Commission adopted long-awaited amendments to the accelerated filer and large accelerated filer definitions with the stated goal of “reduc[ing] unnecessary burdens for certain...more
The US Securities and Exchange Commission announced that it voted on March 12 to adopt amendments to the definitions of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934,...more
The Securities and Exchange Commission adopted amendments to the accelerated filer and large accelerated filer definitions, which impact the Sarbanes-Oxley Act of 2002....more
The SEC has adopted amendments to the accelerated filer and large accelerated filer definitions. The amendments exclude from the accelerated and large accelerated filer definitions an issuer that is eligible to be a smaller...more
The Office of the Advocate for Small Business Capital Formation published its annual report to the Committee on Banking, Housing and Urban Affairs of the U.S. Senate and the Committee on Financial Services of the US House of...more
The Securities and Exchange Commission released the report from the August 2019 Government-Business Forum on Small Business Capital Formation. The Annual Forum provides an opportunity for market participants to meet and...more
The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more