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Diversity in the Boardroom: Nasdaq’s Diversity Disclosure Rules Struck Down by En Banc Fifth Circuit Court of Appeals

In what will likely mark the final outcome, the U.S. Court of Appeals for the Fifth Circuit, sitting en banc, struck down the Nasdaq Stock Market’s diversity-disclosure framework on Dec. 11, 2024. The Nasdaq rules issue —...more

SEC Adopts Final Rules Regarding SPAC IPOs and SPAC Business Combinations

On Jan. 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that significantly expand disclosure and other requirements for initial public offerings (IPOs) by special purpose acquisition companies...more

SEC Releases New C&DIs on Rule 10b5-1 Amendments

In connection to its adoption of amendments to Rule 10b5-1 in December 2022, the Securities and Exchange Commission (SEC) released three new compliance and disclosure interpretations (C&DIs) on May 25, 2023. The new C&DIs...more

SEC Amends Share Repurchase Disclosure Rules

On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities...more

SEC Announces Enforcement Action for Misleading Non-GAAP Disclosures

The Securities and Exchange Commission (SEC) recently entered into a consent order with IT services company DXC Technology (DXC) with respect to DXC’s alleged violations of the Securities Act and the Exchange Act. The SEC...more

Corporate Governance: 2022 Year-End Review

Since Kramer Levin issued its Corporate Governance: 2022 Midyear Review, a wave of enforcement actions by the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) has underscored the continued importance...more

Widespread Disruption in Crypto Markets Prompts New SEC Disclosure Considerations

On Dec. 8, 2022, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (the Division) posted a sample comment letter (the Letter) on its website that provides guidance to public companies regarding the...more

SEC Adopts New Conditions and Disclosures Regarding 10b5-1 Plans

On Dec. 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1, generally in the form issued for comment in January 2022 (replacing the version initially published on Dec. 15, 2021), which we...more

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