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SEC Adopts New Climate-Related Disclosure Rules Without Scope 3 Greenhouse Gas Disclosure Requirement

After much anticipation, the Securities and Exchange Commission (SEC) adopted last week its climate-related disclosure rules. The adoption of the rules included a press release available here and a fact sheet available here....more

The SEC Announces Fee Rate Decrease, Effective October 1, 2021

On August 23, 2021, the Securities and Exchange Commission (SEC) announced that, effective October 1, 2021, the fees that public companies and other issuers pay to register their securities with the SEC will be decreased from...more

Recent Amendments to Exempt Offering Rules Include Significant Updates to “Integration” Framework

On March 15, 2021, several previously-announced amendments to the Securities and Exchange Commission’s exempt offering rules took effect. The rule changes, which were first announced in November 2020, are designed, in the...more

The SEC Adopts Amendments to the Shareholder Proposal Rule

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, also known as the “shareholder proposal rule.” The SEC press release announcing the adopted changes are...more

SEC Amends Disclosures of Human Capital Resources Under Regulation S-K

On August 26, 2020, the Securities and Exchange Commission (SEC) announced the adoption of several amendments to take effect 30 days after publication in the Federal Register, including an amendment to Item 101(c) of...more

The SEC Proposes to Simplify Certain Financial Disclosures and Issues Guidance on Performance

On January 30, 2020, the Securities and Exchange Commission (SEC) proposed amendments to Regulation S-K that would eliminate Item 301 (Selected Financial Data) and Item 302 (Supplementary Financial Information), because these...more

SEC Leadership Statement on Audit Committee Responsibilities

Just before the new year, top leadership of the Securities and Exchange Commission (SEC) provided guidance to public company audit committees as to those areas that they believe need special focus during the upcoming...more

The Complexities of Sharing Smaller Reporting Company and Accelerated Filer Status

Last year the Securities and Exchange Commission (SEC) adopted amendments to the definition of “smaller reporting company” (also referred to as an “SRC”). In the final rule release, available here, the SEC explained that...more

Want to Test the Waters? Now All Issuers Can

Earlier this year, we discussed how all issuers may soon get their chance to test the waters. This morning it became official, when the Securities and Exchange Commission (SEC) adopted a final rule permitting all issuers to...more

When You're Paid to Promote, the SEC Requires Transparency

On August 20, 2019, the SEC announced an enforcement action against ICO Rating for violating the anti-touting provisions of Section 17(b) of the Securities Act of 1933. While these anti-touting rules apply to all securities,...more

The SEC Announces Another Fee Rate Increase, Effective October, 1 2019

On August 23, 2019, the Securities and Exchange Commission (SEC) announced that, effective October 1, 2019, the fees that public companies pay to register their securities with the SEC will be raised from the current rate of...more

Want to Test the Waters All Issuers May Soon Get Their Chance

On February 19, 2019, the Securities and Exchange Commission (SEC) proposed a rule that would permit all issuers to take advantage of the “test-the-waters” accommodation that has been available to emerging growth companies...more

The SEC Announces Significantly Increased Fee Rates for 2019

On March 12, 2019, the Securities and Exchange Commission (SEC) announced that, on April 16, 2019, SEC fee rates applicable to most securities transactions will be raised from the current rate of $13.00 per million to the new...more

The Government Shutdown May Impact the Timing of Your Deal

As the partial federal government shutdown enters its thirteenth day, political pundits predict that the shutdown is likely to continue with no end in sight while lawmakers struggle to make a deal....more

Time to Update Your Form 10-Q and Form 10-K Cover Pages Again

On June 28, 2018, the SEC issued a final rule regarding eXtensible Business Reporting Language (XBRL) requirements. Beginning on September 17, 2018, the final rule, among other things, eliminated the requirements for...more

Annual Total Compensation under the Pay Ratio Disclosure Rule

Although adopted back in 2015, the SEC’s pay ratio disclosure rule has been receiving a lot of attention lately, as companies grapple with it for the first time during the 2018 proxy season. The rule was mandated by the...more

How to Register Additional Securities on Form S-3: Rule 413(b) or Rule 462(b)?

The general rule (as set forth in Rule 413(a) under the Securities Act) is that a company cannot register additional securities on a registration statement that is already in effect; instead, a company must file a new...more

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