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Update to FAQs regarding de-SPACs and submission of draft registration statements

The 2012 JOBS Act permitted Emerging Growth Companies to initiate the IPO process by submitting their IPO registration statements confidentially to the SEC for nonpublic review by the SEC staff. The confidential process was...more

SEC charges Icahn and publicly traded partnership with failure to disclose pledged securities

Here’s a reminder for all of us about the need to disclose securities pledged as collateral for margin loans—a reminder that comes at the expense of Carl Icahn and his affiliated master limited partnership, Icahn Enterprises...more

In litigation over the SEC climate disclosure rules, have petitioners created a strawman?

As soon as the SEC adopted final rules “to enhance and standardize climate-related disclosures by public companies and in public offerings” in March, there was a deluge of litigation—even though, in the final rules, the SEC...more

Nasdaq proposes to codify new standards for review by Listing Council

Nasdaq is proposing to codify the standards of review that govern appeals and reviews before the Nasdaq Listing and Hearing Review Council, referred to as the Listing Council. When a listed company receives a Staff Delisting...more

SEC approves NYSE rule regarding change of primary business

In April, the NYSE filed a proposed rule change with the SEC that would allow the NYSE to commence immediate suspension and delisting procedures for a listed company if that company has “changed its primary business focus to...more

SEC’s Spring 2024 agenda delays most actions until 2025

As reported by Bloomberglaw.com, during an interview in February on “Balance of Power” on Bloomberg Television, SEC Chair Gary Gensler said that he does not intend to “rush” the SEC’s agenda “to get ahead of possible...more

SEC charges RR Donnelley with control failures related to cybersecurity incident

In this June Order, SEC Enforcement brought settled charges against R.R. Donnelley & Sons, a “global provider of business communications services and marketing solutions,” for control failures: more specifically, a failure to...more

The Chamber and NCPPR file brief challenging SEC climate disclosure rule

As you probably recall, in March 6, the SEC adopted final rules “to enhance and standardize climate-related disclosures by public companies and in public offerings.” (See this PubCo post, this PubCo post, this PubCo post, and...more

What happened with no-action requests this proxy season?

According to “SEC No Action Statistics to May 1, 2024” from the Shareholder Rights Group, this proxy season, the SEC staff “has nearly doubled the number of exclusions” of shareholder proposals compared with 2023; that is,...more

Exxon court challenge to Arjuna shareholder proposal survives dismissal

You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it...more

Another House hearing on climate disclosure rules?

Yesterday, the House Financial Services Committee held a hearing entitled “Beyond Scope: How the SEC’s Climate Rule Threatens American Markets.” Since, as one of the committee members observed, this is their sixth hearing on...more

SEC requests court deny stay in climate disclosure rules litigation

It’s been a day or two now—what’s going on with the SEC’s climate disclosure rules litigation? When we left our tale, petitioners Liberty and Nomad had submitted this notice of pending emergency motion advising the Eighth...more

Can director commitments policies help prevent overextended boards?

There is a lot going on at companies, and—you may be surprised to hear—not all of it is new regulation. There are new technologies, such as AI, global political instability and social change, not to mention ESG and...more

SEC dials back final climate disclosure rules

We’ve been trying to read the tea leaves for two years now, speculating about where SEC’s final climate disclosure rules might land, especially as criticism about the proposal from the corporate sphere and from Congress...more

Was it SPAC week? SEC charges SPAC with misleading statements

Perfectly calibrated to slap an exclamation point on last Wednesday’s 581-page SPAC release (see this PubCo post), this new SEC Order, posted the following day, reflects settled charges against Northern Star Investment Corp....more

SEC adopts new rules on SPACs—just investor protection or will it spell the demise of SPACs?

Recently, SPACs seem to have lost much of their allure, but why? Certainly there are multiple reasons related to the capital markets, but one reason may have been the anxiety of many SPAC proponents precipitated by the...more

NYSE’s proposed listing standards for Natural Asset Companies bite the dust

Last year, the NYSE proposed to adopt new listing standards for the common equity securities of a “Natural Asset Company,” a new type of public company defined by the NYSE as “a corporation whose primary purpose is to...more

Are there best practices for linking executive compensation to climate goals?

In this new paper, Feet to the Fire: How Should Companies Tie Executive Compensation to Climate Targets?, from the Rock Center for Corporate Governance at Stanford, the authors looked at how some companies bolstered their...more

Corp Fin adds one more new CDI on Form 8-Ks for material cybersecurity incidents

A few days ago, Corp Fin issued three new CDIs relating to delays in reporting material cybersecurity incidents on Form 8-K. Those CDIs, together with the Department of Justice Material Cybersecurity Incident Delay...more

NYSE proposes listing standards for a “natural asset company”—what’s that?

The NYSE has proposed to adopt new listing standards for the common equity securities of a “Natural Asset Company,” a new type of public company defined by the NYSE as “a corporation whose primary purpose is to actively...more

SEC finds Forms 12b-25 not up to snuff

Earlier this week, the SEC announced settled enforcement actions against five companies for deficient disclosure in Forms 12b-25 that they filed regarding late reports. Why? On the heels of filing those Forms 12b-25, the...more

IAASB proposes new assurance standard for climate disclosures

A 2021 article in the WSJ about carbon emissions identified “[o]ne problem facing regulators and companies: Some of the most important and widely used data is hard to both measure and verify.” According to an academic cited...more

Compliance dates for SEC cybersecurity disclosure rules

As you know, the SEC adopted final rules on cybersecurity disclosure on July 26, with compliance dates tied to publication in the Federal Register. (See this PubCo post.) Those rules were published on August 4 with compliance...more

SEC adopts final rules on cybersecurity disclosure [UPDATED]

[This post revises and updates my earlier post primarily to provide a more detailed discussion of the contents of the adopting release.] - At an open meeting on Wednesday last week, the SEC voted, three to two, to adopt...more

SEC Director of Enforcement talks cyber resilience

In remarks delivered in 2022 before the Northwestern Pritzker School of Law’s Annual Securities Regulation Institute, SEC Chair Gary Gensler reminded us that “cybersecurity is a team sport,” and that the private sector is...more

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