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Fenwick & West LLP

REMINDER: Effective July 31, 2024, Large Accelerated Filers Must Submit Filing Fee Data in XBRL

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Effective July 31, 2024, large accelerated filers must submit fee data in Inline XBRL format in registration statements, fee bearing proxies and tenders offers, with all other filers phased in beginning July 31, 2025....more

Vedder Price

SEC Adopts Significant Form and Rule Amendments for the Registration of RILAs and MVAs

Vedder Price on

On July 1, 2024, the SEC adopted tailored disclosure requirements and offering processes for non-variable annuity contracts—specifically, for registered index-linked annuities (RILAs) and annuity contracts that offer fixed...more

Fenwick & West LLP

SEC Issues Updated Guidance on Confidential IPO Submissions

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On July 1, 2024, the U.S. Securities and Exchange Commission (SEC) issued updated guidance regarding the voluntary submission of draft registration statements for nonpublic review by the agency....more

Mayer Brown Free Writings + Perspectives

Corp Fin Staff Posts Updated Guidance on Confidential Submissions of Registration Statements

The Staff of the Division of Corporation Finance posted questions and answers regarding the confidential submission process for draft registration statements.  ...more

Cooley LLP

Corp Fin updates FAQs regarding draft registration statements

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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

Morrison & Foerster LLP

A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend...more

Carlton Fields

Last Lap in SEC RILA Rulemaking: Critical Unresolved Issues

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Congress directed the SEC to adopt a new registration statement for registered indexed annuities (RILAs) by the end of June. Several months ago, the SEC published its proposed registration statement and related rules. As we...more

Fenwick & West LLP

Tokenized Real-World Assets: Pathways to SEC Registration

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Demand for tokenized real-world assets (RWAs) is rapidly growing across the decentralized finance (DeFi) community, with growing interest among existing crypto-native participants and across the traditional finance industry...more

Moore & Van Allen PLLC

SEC Climate Rules Create Unique Challenges For CRE

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On March 6, the U.S. Securities and Exchange Commission adopted long-awaited final rules detailing climate-related disclosures required of public companies in their annual reports and registration statements. Originally...more

Wilson Sonsini Goodrich & Rosati

[Webinar] SEC Climate Disclosures - March 27th, 9:00 am - 10:00 am PT

Please join us for a practical session on the requirements of the U.S. Securities and Exchange Commission’s (SEC) final climate-related disclosure rules and considerations for companies navigating these disclosures. On...more

Goldberg Segalla

New SEC Climate Disclosure Mandate Faces Pushback

Goldberg Segalla on

The U.S. Securities and Exchange Commission last week approved the implementation of standardized climate disclosure rules (posted here) for publicly traded companies and in public offerings. No longer can companies simply...more

Goodwin

The Coming Storm: Preparing for The SEC's Final Climate-Related Disclosure Rules

Goodwin on

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules that will require expansive new climate-related disclosures in Form 10-K and Form 20-F annual reports and most registration statements....more

Latham & Watkins LLP

SEC Adopts Final Climate-Related Disclosure Rules

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On March 6, 2024, in a 3-2 vote, the US Securities and Exchange Commission (SEC) adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports. ...more

Williams Mullen

SEC Operations During a Government Shutdown

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Despite congressional leaders reaching a deal on Wednesday for a short-term stopgap funding extension, public reporting companies and Regulation A issuers are still left in limbo as the bill, if passed, will only extend...more

Fenwick & West LLP

SEC’s New Disclosure Rules Impact SPACs and Target Companies

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Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more

Mayer Brown Free Writings + Perspectives

What’s the Deal? – Trust Indenture Act

What’s the Deal? The Trust Indenture Act of 1939 (the “Trust Indenture Act” or the “TIA”)1 is the federal statute regulating the offer and sale of certain debt securities. The TIA, which is closely integrated with the...more

Morgan Lewis - ML Benefits

Publicly Traded Companies: Don’t Forget to Register Plan Interests in Deferred Compensation Plans

Publicly traded companies generally file registration statements on Form S-8 to register the offering of the company’s stock pursuant to the company’s equity incentive plans under the Securities Act of 1933, as amended...more

Holland & Knight LLP

The Latest from the World of Ripple and Its (Ripple) Effects

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The same day that the U.S. District Court for the Southern District of New York (SDNY) in SEC v. Ripple Labs, Inc. denied the SEC's request for an interlocutory appeal of the bombshell summary judgment ruling in the case, the...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Division of Corporation Finance Publishes Guidance for Registrants as Government Shutdown Looms

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

Sullivan & Worcester

SEC guidance for possible government shutdown

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The SEC’s Division of Corporation Finance published guidance on their operations around a shutdown, particularly with respect to registration statement acceleration of effectiveness and related topics: ...more

Vinson & Elkins LLP

[Hybrid Event] Securities Lawyer Nightmares: 13 Mistakes that Keep Securities Lawyers Up at Night - October 13th, Dallas, TX

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Join Vinson & Elkins securities lawyers to discuss the 13 mistakes that keep us up at night. Topics include missed 8-Ks, CEO tweets, website mismanagement, voting disclosure and counting, registration statement overissuances,...more

Holland & Knight LLP

SEC v. Ripple: When a Security Is Not a Security

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In a monumental decision that will likely have substantial ramifications for crypto industry developers, securities practitioners, and millions of investors and token purchasers alike, on July 13, 2023, the U.S. District...more

Troutman Pepper

Time to Assess "Foreign Private Issuer" Status - 2023

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It is time to assess “foreign private issuer” status. Foreign public and private issuers enjoy the benefits of significant exemptions and exclusions from registration under U.S. federal securities laws based on whether they...more

Jones Day

Supreme Court: Even in a Direct Listing, Section 11 Requires Plaintiffs to Trace Shares to Registration Statement - The Court's...

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A unanimous Supreme Court has confirmed that a claim brought under section 11 of the Securities Act of 1933 ("1933 Act") requires that a plaintiff plead and prove that the shares purchased were issued pursuant to an allegedly...more

Sheppard Mullin Richter & Hampton LLP

United States Supreme Court Holds That Section 11 Plaintiffs Must Purchase Securities Issued Under the Registration Statement They...

In Slack Technologies, LLC v. Pirani, No. 22-200, 2023 U.S. LEXIS 2301 (U.S. June 1, 2023), the Supreme Court of the United States (Gorsuch, J.) held that Section 11 of the Securities Act of 1933 (the “Securities Act”), 15...more

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