On September 27, 2023, facing the prospect of a lapse of appropriations, the staff of the Securities and Exchange Commission’s Division of Corporation Finance published a summary of the anticipated impact on its operations of...more
10/5/2023
/ Division of Corporate Finance ,
EDGAR ,
Electronic Filing ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Government Shutdown ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Registration Statement ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more
12/22/2022
/ 10b5-1 Plans ,
Beneficial Owner ,
Board of Directors ,
Capital Markets ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Disclosure ,
Final Rules ,
Insider Trading ,
Investors ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Risk Management ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Special Purpose Acquisition Companies (SPACs)
To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more
12/22/2022
/ Capital Markets ,
Capital Raising ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Financial Statements ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
In light of the recent increased volatility in the global financial markets, a number of companies have raised questions regarding the desirability of repurchasing shares at reduced market prices. This alert addresses...more
3/22/2022
/ 10b5-1 Plans ,
Board of Directors ,
Confidential Information ,
Delaware General Corporation Law ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Repurchases
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
On May 19, 2021, the Securities and Exchange Commission (SEC) approved Nasdaq’s proposal to permit companies to issue shares and raise capital in primary direct listings conducted on the Nasdaq Global Select Market without...more
On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved a proposal by the New York Stock Exchange (NYSE) that allows companies going public via a direct listing to issue new shares and raise capital...more
On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act (Act). The Act is identical to the bill the U.S. Senate passed in May 2020. Most significantly, the Act requires...more
12/9/2020
/ Annual Reports ,
Audit Reports ,
Audits ,
China ,
Financial Statements ,
Foreign Corporations ,
Foreign Jurisdictions ,
Form 10-K ,
Form 20-F ,
Hong Kong ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On August 26, 2020, the Securities and Exchange Commission (SEC) approved a proposal from the New York Stock Exchange (NYSE) that would allow companies going public via a direct listing to issue and sell new shares on their...more
On August 26, 2020, the Securities and Exchange Commission (SEC) voted 3-2 to modernize Regulation S-K rules requiring business description, legal proceedings and risk factor disclosures. The amendments are intended to update...more
On April 6, 2020, the New York Stock Exchange (NYSE) filed an immediately effective rule change with the Securities and Exchange Commission (SEC) that waives the application of certain shareholder approval requirements...more
On March 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments that reduce and simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of guaranteed...more
3/9/2020
/ Amended Regulation ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
1/30/2020
/ Acquisitions ,
Administrative Procedure Act ,
Anti-Discrimination Policies ,
Anti-Harassment Policies ,
Anti-Kickback Statute ,
Antitrust Investigations ,
Appeals ,
Arbitration Awards ,
Attorney General ,
Backstop Agreements ,
BEPS ,
BitLicense ,
Blockchain ,
Board of Directors ,
Bonds ,
Capital Markets ,
CFIUS ,
CFTC ,
Chapter 11 ,
Claim Preclusion ,
Class Action ,
Commercial Bankruptcy ,
Common Stock ,
Congressional Investigations & Hearings ,
Congressional Subpoenas ,
Consumer Financial Protection Bureau (CFPB) ,
Cooperation Agreement ,
Copyright ,
Corporate Governance ,
Corporate Restructuring ,
Corporate Social Responsibility ,
Corporate Taxes ,
Corwin Doctrine ,
Covenant Lite Deals ,
Creditors ,
Cross-Border Transactions ,
DACA ,
DE Supreme Court ,
Debt Financing ,
Debtors ,
Department of Justice (DOJ) ,
Dischargeable Debts ,
Disgorgement ,
Disparate Impact ,
Dodd-Frank ,
Down Rounds ,
Drug Pricing ,
EBITDA ,
Employee Retirement Income Security Act (ERISA) ,
Employer Liability Issues ,
Employment Discrimination ,
Enforcement Actions ,
Enforcement of Foreign Judgments ,
Enterprise Act 2002 ,
Environmental Social & Governance (ESG) ,
EU ,
Fair Housing Act (FHA) ,
Federal Trade Commission (FTC) ,
FinTech ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Foreign Issuers ,
FRCP 23 ,
General Data Protection Regulation (GDPR) ,
General Elections ,
GILTI tax ,
High-Yield Markets ,
Hong Kong ,
Hong Kong Stock Exchange ,
Individual Accountability ,
Initial Public Offering (IPO) ,
Intellectual Property Litigation ,
Intercreditor Agreements ,
International Arbitration ,
International Litigation ,
IRS ,
Issue Preclusion ,
Japan ,
Joint Venture ,
Legislative Agendas ,
Life Sciences ,
Listing Rules ,
Litigation Strategies ,
Make-Whole Premium ,
Mergers ,
MFW ,
Multinationals ,
National Security ,
PCAOB ,
Pharmaceutical Industry ,
Political Parties ,
Preferred Shares ,
Private Offerings ,
Privately Held Corporations ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Refinancing ,
Regulatory Agenda ,
Reporting Requirements ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Separation of Powers ,
Shareholder Activism ,
Shareholder Proposals ,
Shareholders ,
Split of Authority ,
State Labor Laws ,
Stock Drop Litigation ,
Tax Cuts and Jobs Act ,
Tax Litigation ,
Technology Sector ,
Third-Party Release Agrements ,
Transparency ,
UK ,
UK Brexit ,
Valuation ,
White Collar Crimes
On November 26, 2019, the New York Stock Exchange (NYSE) filed a notice of proposed rule change with the Securities and Exchange Commission (SEC) that would have modified NYSE’s direct listing rules to (1) permit companies to...more
12/10/2019
/ Capital Markets ,
Capital Raising ,
Direct Listing ,
Distribution Rules ,
NPRM ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions
As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2020. Companies also should be mindful of the 2020 financial statement “staleness” dates, the deadlines by which...more
There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019....more
11/1/2019
/ Acquisitions ,
Amended Rules ,
Annual Reports ,
Audit Reports ,
Compliance ,
Critical Audit Matters (CAMs) ,
Cybersecurity ,
Disclosure Requirements ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Acquisitions ,
Foreign Private Issuers ,
Form 20-F ,
GAAP ,
IASB ,
IFRS ,
Libor ,
MD&A Statements ,
Mining ,
Multinationals ,
Nasdaq ,
NYSE ,
PCAOB ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Approval ,
Sustainability ,
Tariffs ,
Trade Wars ,
UK Brexit ,
XBRL Filing Requirements
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
7/25/2019
/ Asset-Backed Loans (ABLs) ,
Benchmarks ,
Bonds ,
Broker-Dealer ,
Contract Terms ,
Derivatives ,
Disclosure Requirements ,
Division of Corporate Finance ,
Division of Investment Management ,
FASB ,
Floating NAV ,
Interest Rate Swaps ,
Interest Rates ,
Investment Adviser ,
Investment Companies ,
Libor ,
Loans ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Mitigation ,
Secured Overnight Funding Rate (SOFR) ,
Securities and Exchange Commission (SEC) ,
Transitional Arrangements
On May 3, 2019, the Securities and Exchange Commission (SEC) proposed extensive changes to the financial disclosure requirements for business acquisitions and dispositions. The proposed amendments are intended to reduce...more
5/14/2019
/ Acquisitions ,
Disclosure Requirements ,
Financial Statements ,
Foreign Private Issuers ,
GAAP ,
IASB ,
IFRS ,
Income Test ,
Investment Test ,
Pro Forma Financial Information ,
Proposed Amendments ,
Proxy Statements ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-X ,
Rule 3-05 ,
Securities and Exchange Commission (SEC)
On January 25, 2019, President Donald Trump signed into law a continuing resolution that immediately reopened the federal government through February 15, 2019. The three-week continuing resolution is a welcome development,...more
1/28/2019
/ Continuing Resolution ,
Corporate Issuers ,
Division of Corporate Finance ,
Financial Statements ,
Government Shutdown ,
Initial Public Offering (IPO) ,
Nasdaq ,
New Guidance ,
No-Action Letters ,
NYSE ,
Proxy Materials ,
Proxy Season ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Trump Administration ,
Waivers
On July 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on ways to modernize Rule 701 and Form S-8 of the Securities Act of 1933 to account for recent developments...more
8/3/2018
/ Amended Rules ,
Board of Directors ,
Corporate Issuers ,
Corporate Officers ,
Disclosure Requirements ,
Employee Stock Purchase Rights ,
Equity Compensation ,
Executive Compensation ,
Financial Statements ,
Form S-8 ,
Offerings ,
Private Offerings ,
Public Comment ,
Publicly-Traded Companies ,
Qualified Restricted Stock Units (RSUs) ,
Rule 701 ,
Securities and Exchange Commission (SEC) ,
Solicitation ,
Stock Options ,
Threshold Requirements
On April 27, 2018, the Securities Industry and Financial Markets Association (SIFMA), the U.S. Chamber of Commerce and Nasdaq, along with certain technology and biotechnology groups, released a policy paper titled “Expanding...more
5/10/2018
/ Biotechnology ,
Broker-Dealer ,
Capital Markets ,
Chamber of Commerce ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Financial Reporting ,
ICFR ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Investment Banks ,
JOBS Act ,
Large Corporate Filers ,
Mandatory Arbitration ,
Mutual Funds ,
Nasdaq ,
New Guidance ,
Offerors ,
PCAOB ,
Proxy Advisors ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Regulatory Reform ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Short Sales ,
SIFMA ,
Small Business ,
Technology Sector ,
Tick Size ,
WKSIs ,
XBRL Filing Requirements
The much-discussed new revenue recognition standards jointly issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) to harmonize revenue recognition standards between...more
On November 1, 2017, the House of Representatives passed two bills intended to ease regulatory burdens on capital formation. The bills would amend the Securities Act of 1933 (Securities Act) to extend the “testing the waters”...more
11/7/2017
/ Accredited Investors ,
Capital Formation ,
Corporate Finance ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
JOBS Act ,
Proposed Legislation ,
Publicly-Traded Companies ,
Registration Statement ,
Regulatory Standards ,
Securities and Exchange Commission (SEC)
In July 2017, global index providers S&P Dow Jones (S&P DJI) and FTSE Russell (FTSE) announced changes to their index eligibility rules, with S&P DJI excluding from certain of its indices companies with multi-class capital...more
8/9/2017
/ Corporate Governance ,
Corporate Structures ,
Dow Jones ,
Eligibility ,
FTSE ,
Index Funds ,
Publicly-Traded Companies ,
S&P ,
Share Class Structures ,
Shareholder Rights ,
Voting Powers ,
Voting Rights