On March 6, 2026, the staff of the SEC’s Division of Corporation Finance issued new and revised Compliance & Disclosure Interpretations (C&DIs) primarily addressing (i) exemptions for offers and sales of securities pursuant...more
3/11/2026
/ Compensation & Benefits ,
Compliance Monitoring ,
Disclosure Requirements ,
Equity Compensation ,
Exemptions ,
Merger Agreements ,
New Guidance ,
Regulation S-K ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Smaller Reporting Companies
On March 5, 2026, the Securities and Exchange Commission (the SEC) issued an order exempting directors and officers of certain foreign private issuers (FPIs) in Canada, Chile, the European Economic Area, the Republic of...more
3/9/2026
/ Disclosure Requirements ,
European Economic Area (EEA) ,
Exemptions ,
Exemptive Orders ,
Filing Deadlines ,
Foreign Private Issuers ,
New Legislation ,
New Regulations ,
Regulatory Requirements ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
2025 marked a volatile year for global dealmaking, driven by tariff announcements, elections, geopolitical tensions, and policy uncertainties. Nonetheless, the transactional markets are poised for a new phase, one defined by...more
2/25/2026
/ Artificial Intelligence ,
Capital Markets ,
Economic Growth ,
Financial Markets ,
Financing ,
Initial Public Offering (IPO) ,
Interest Rates ,
Investment ,
Investors ,
Liquidity ,
Market Volatility ,
Private Equity ,
Risk Management ,
Sponsors
For the 2026 proxy season, the Securities and Exchange Commission (the “SEC”) will not substantively review or respond to no-action requests by companies seeking to exclude shareholder proposals from their proxy materials...more
2/23/2026
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Listing Rules ,
Nasdaq ,
No-Action Letters ,
NYSE ,
Proxy Advisors ,
Proxy Season ,
Regulation S-K ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
In November 2025, the SEC’s Division of Corporation Finance (the “Division”) announced a significant change to its no-action process for the 2026 proxy season, indicating that it would not substantively review or respond to...more
2/20/2026
/ Corporate Governance ,
Disclosure Requirements ,
Division of Corporate Finance ,
Environmental Social & Governance (ESG) ,
No-Action Letters ,
Proxy Season ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Shareholder Litigation ,
Shareholder Proposals
Following a series of Compliance and Disclosure Interpretations (“C&DIs”) recently issued on January 23, 2026, which we discussed here, on February 11, the staff of the Securities and Exchange Commission (“SEC”) Division of...more
2/18/2026
/ C&DIs ,
Corporate Finance ,
Disclosure Requirements ,
Filing Requirements ,
Going-Private Transactions ,
New Guidance ,
Registration Requirement ,
Regulatory Requirements ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Take-Private Transactions ,
Tender Offers
On January 23, 2026, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued a series of interpretive guidance in the form of Compliance & Disclosure Interpretations (“C&DIs”)...more
1/30/2026
/ Disclosure Requirements ,
Executive Compensation ,
Integration ,
New Guidance ,
Private Placements ,
Proxy Statements ,
Regulation D ,
Regulation S-K ,
Regulatory Requirements ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Tender Offers
In today’s market, sponsor-backed companies face unprecedented challenges and opportunities as they consider accessing public markets. At the ICR 2026 Conference on Monday, January 12th, Ropes & Gray partners Craig Marcus and...more
1/26/2026
/ Audits ,
Board of Directors ,
Capital Markets ,
Capital Raising ,
Corporate Culture ,
Corporate Governance ,
Corporate Strategy ,
Disclosure Requirements ,
Financial Reporting ,
Initial Public Offering (IPO) ,
Internal Controls ,
Investors ,
Merger Agreements ,
Private Equity ,
Publicly-Traded Companies ,
Reporting Requirements
Ropes & Gray Consumer & Retail Industry Group co-heads Erica Han and Craig Marcus and M&A partner Jackie Cohen discuss the main takeaways from our recent survey with Corporate Counsel on generative AI adoption in consumer and...more
1/12/2026
/ Artificial Intelligence ,
Best Practices ,
Business Strategies ,
Compliance Monitoring ,
Consumer Product Companies ,
Content Marketing ,
Contract Negotiations ,
Contract Terms ,
Data Profiling ,
Emerging Technologies ,
Fraud ,
Innovative Technology ,
Machine Learning ,
Marketing ,
Policies and Procedures ,
Regulatory Requirements ,
Retailers ,
Risk Management
On September 30, 2025, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued guidance regarding its operations during a government shutdown and updated the...more
The Securities and Exchange Commission (SEC) will no longer deny requests for the acceleration of a registration statement solely on the basis that a registrant’s corporate charter or bylaws or other governing document...more
In a broad reversal of course on proposed rules issued by the Securities and Exchange Commission (SEC) under the leadership of former SEC Chair Gary Gensler, on June 12, 2025, the SEC issued a notice withdrawing fourteen of...more
7/30/2025
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
FinTech ,
Foreign Private Issuers ,
Initial Public Offering (IPO) ,
Proposed Rules ,
Regulatory Reform ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
In a broad reversal of course on proposed rules issued by the Securities and Exchange Commission (SEC) under the leadership of former SEC Chair Gary Gensler, on June 12, 2025, the SEC issued a notice withdrawing 14 of the...more
6/18/2025
/ Capital Markets ,
Corporate Governance ,
Final Rules ,
Investment Management ,
Proposed Amendments ,
Proposed Rules ,
Regulatory Reform ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders ,
Withdrawal
In This Edition SEC Climate Disclosure Rule Developments In early March 2024, the Securities and Exchange Commission (SEC) adopted rules to enhance and standardize climate-related disclosures by public companies and in public...more
Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more
1/30/2025
/ Board of Directors ,
Capital Markets ,
Compliance ,
Cryptocurrency ,
Cybersecurity ,
Debt Market ,
Digital Assets ,
Disclosure Requirements ,
Diversity ,
EDGAR ,
Enforcement Actions ,
Glass Lewis ,
Information Technology ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
NYSE ,
Over The Counter Derivatives (OTC) ,
Regulatory Agenda ,
Reporting Requirements ,
Reverse Stock Splits ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Special Purpose Acquisition Companies (SPACs)
SEC Developments -
In Twin Actions, SEC Charges Former Kubient CEO for Fraud and Former CFO and Audit Committee Chair for Failing to Investigate and Perpetuating CEO’s Fraud....more
10/31/2024
/ Capital Markets ,
Corporate Governance ,
Debt Market ,
Enforcement Actions ,
Equity Markets ,
Investment ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Securities Violations ,
Special Purpose Acquisition Companies (SPACs)