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SEC Expands Confidential Registration Statement Filing Process

The SEC announced that companies can now submit registration statements for confidential review before public filing in connection with most registered offerings. This expansion builds on the confidential filing process that...more

Fifth Circuit Strikes Down Nasdaq Board Diversity Rules

The U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity rules. Consequently, Nasdaq-listed companies are no longer required to satisfy Nasdaq’s “comply or explain” director...more

SEC Comment Letter Trend: AI-Related Disclosures

SEC officials have declared artificial intelligence (“AI”) “the most transformative technology of our times” while cautioning that “if a public company is using AI, that company has to be honest about the role AI plays in its...more

Insider Trading Policy Key Terms and Trends

With the compliance deadline for the newly issued Item 408(b) of Regulation S-K approaching for calendar-year-end companies and the increased use by the Department of Justice and the SEC of data analytics in pursuing insider...more

Recent Considerations for Private Companies

Many private companies have not kept up with recent changes affecting when certain disclosures or reports may be required. That consensus, along with other takeaways, emerged in recent panel discussions at the Society for...more

SEC Final SPAC Rules: Key Takeaways

The Securities and Exchange Commission (the “SEC”) has finalized its long-awaited rules regarding special purpose acquisition companies (“SPAC”). So, what are the key aspects of these rules that SPAC market participants...more

Fifth Circuit Vacates SEC’s Share Repurchase Disclosure Rules

On December 19, 2023, the Fifth Circuit officially vacated the SEC’s share repurchase disclosure rules. As a result of the Court’s decision, companies will not need to comply with the now-vacated share repurchase disclosure...more

Update on the SEC's Share Repurchase Disclosure Rules - What Should Companies Do Now?

On October 31, 2023, the Fifth Circuit ruled in Chamber of Commerce of the USA v. SEC that the SEC violated the Administrative Procedure Act when it adopted enhanced share repurchase disclosure rules. The Court provided the...more

New Disclosure Requirements to Consider for 2022 Fiscal Year End, the 2023 Proxy Season and Beyond

2022 was a busy year in rulemaking for the Securities and Exchange Commission (SEC). As a result, there are many new disclosure requirements for companies to keep top of mind as they work through this year’s annual report,...more

Considerations for Company Insiders When Contemplating Pledging Shares

For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...more

Comment Period Reopened for Climate and Cybersecurity Proposals, Among Others

On Friday, October 7, 2022, the Securities and Exchange Commission (the “SEC”) reopened the public comment periods for eleven rulemaking proposals and one request for comment due to a technical error that prevented the SEC...more

SEC Updates Disclosure Requirements for Risk Factors and Business and Legal Proceeding Descriptions

Exchange Act Reports; Securities Act Filings - On August 26, 2020, the Securities and Exchange Commission announced changes to Regulation S-K intended to modernize certain disclosures related to an issuer’s business...more

Final Amendments to M&A Financial Statement Disclosures Adopted by SEC

Executive Summary. On May 21, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the current rules that require public companies to disclose financial information on significant acquisitions and...more

Managing and Maintaining Clinical Trial Disclosure for Publicly Traded Life Sciences Companies

One of the fastest ways to garner unwanted attention as a publicly-traded life sciences company is to be accused by either a regulator or stockholder that the company disclosed materially misleading information about the...more

SEC Offers Extended Filing Relief to Companies Hit by Coronavirus

Exchange Act Reports - On March 25, 2020, the Securities and Exchange Commission issued an exemptive order modifying its March 4, 2020 order granting regulatory relief for certain publicly-traded company filing obligations...more

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