Our guide to 2025 SEC filing deadlines and financial statement staleness dates is now available. Public companies should factor in these key reporting deadlines, disclosure obligations and SEC holidays as they plan for the...more
10/31/2024
/ Capital Markets ,
Corporate Governance ,
Deadlines ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Financial Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Required Forms ,
Securities and Exchange Commission (SEC)
A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission...more
On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in...more
11/16/2023
/ Asset-Backed Securities ,
Broker-Dealer ,
Debt Securities ,
Division of Trading and Markets ,
Enforcement Actions ,
Equity Securities ,
Exemptive Relief ,
Fixed Income Investments ,
Investors ,
Liquidity ,
Public Information ,
Regulation S ,
Rule 144A ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Trade Associations
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
On February 15, 2023, the Securities and Exchange Commission (SEC) adopted final rule amendments that will shorten the standard settlement cycle for most broker-dealer securities transactions from two business days after the...more
There have been a number of notable recent developments in U.S. Securities and Exchange Commission regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on...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 22, 2020, the U.S. Securities and Exchange Commission (SEC) proposed to amend Rule 144 to revise the holding period determination for securities acquired upon conversion or exchange of certain “market adjustable...more
In preparation for 2021, 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 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
The Securities and Exchange Commission (SEC) recently adopted final rules that significantly revise the exempt offering framework, expanding access to capital markets for both issuers and investors. Key changes include the...more
11/16/2020
/ Crowdfunding ,
Exemptions ,
Final Rules ,
General Solicitation ,
Registration Requirement ,
Regulation A ,
Rule 152 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications
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 August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to expand the definition of “accredited investor” in Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933,...more
8/31/2020
/ Accredited Investors ,
Amended Rules ,
Family Businesses ,
Investment Advisers Act of 1940 ,
Investment Opportunities ,
Limited Liability Company (LLC) ,
Private Offerings ,
Qualified Institutional Buyers ,
Regulation D ,
Rule 144A ,
Rule 501(a) ,
Rule 506 Offerings ,
Rural Business Investment Companies (RBICs) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
The United States continues to be the destination of choice for many non-U.S. companies looking to go public. Active trading, superior liquidity, attractive valuations for growth companies and a deep pool of sophisticated...more
6/18/2020
/ Disclosure Requirements ,
Executive Compensation ,
Foreign Private Issuers ,
GAAP ,
IFRS ,
Initial Public Offering (IPO) ,
Listing Standards ,
Popular ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchanges ,
Securities Regulation
On May 21, 2020, the Securities and Exchange Commission (SEC) adopted extensive changes to the financial disclosure requirements for business acquisitions and dispositions. The amendments are intended to reduce the complexity...more
5/29/2020
/ Acquisitions ,
Amended Rules ,
Disclosure Requirements ,
Dispositions ,
Financial Reporting ,
GAAP ,
IFRS ,
Income Test ,
Investment Test ,
Management Adjustments ,
Popular ,
Pro Forma Financial Information ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Tax-Free Spin-Offs
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 12, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions under Rule 12b-2 of the Exchange Act to reduce burdens and compliance...more
On March 4, 2020, the Securities and Exchange Commission (SEC) announced proposed amendments to the exempt offering framework. The proposals target harmonization, simplification and improvement of the existing rules and...more