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SEC Issues Concept Release on the Definition of Foreign Private Issuer

On June 4, 2025, the Securities and Exchange Commission (“SEC”) published a concept release (“Concept Release”) soliciting public comments on the definition of a foreign private issuer (“FPI”). FPIs are subject to disclosure...more

What’s Happening at the SEC?

Hello, this is Dave Lynn, and I’m a partner in Goodwin’s Capital Markets practice and chair of the firm’s Public Company Advisory practice. This is New Directions, a series of discussions about the impact and trajectory of...more

SEC Staff Expands Draft Registration Statement Accommodations

On March 3, 2025, the staff of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “SEC staff”) announced that, effective immediately, it is enhancing the accommodations available to...more

SEC Outlook: Potential Updates Under Nominated Chairman Atkins

The SEC currently has several notable rule proposals that have received public comment but have not yet been finalized. The potential direction of these proposals is likely to be influenced by the leadership of the new SEC...more

Nasdaq Board Diversity Rules Vacated by En Banc Fifth Circuit Decision

In an en banc decision filed on December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) vacated the 2021 approval by the U.S. Securities and Exchange Commission (SEC) of rules adopted by The Nasdaq...more

SEC Staff Makes Clear That Cybersecurity Incident Disclosures Under Item 1.05 of Form 8-K Should Be Limited to Material...

On May 21, 2024, Erik Gerding, director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC), issued a statement with clarifying guidance on cybersecurity incident disclosure under Item...more

New Proxy Voting Reporting Requirements For Investment Managers For 2023-24 Annual Meeting Season

On November 2, 2022, the U.S. Securities and Exchange Commission (SEC) announced the adoption of amendments to Form N-PX and related rules to extend public company stockholder vote disclosure filing requirements beyond...more

New SEC Climate Rules Stayed by Fifth Circuit - For Now

On March 6, 2024, the SEC adopted expansive new climate disclosure rules (the “Rules”). As noted in our March 12, 2024 client alert summarizing and analyzing the new Rules, litigation challenging the Rules was already...more

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

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

Developments in Reverse Merger Transactions: “Shell Company” Definition and New Constraints on Resales of Securities Acquired in...

The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened...more

Cybersecurity - Cracking the Code on Upcoming Disclosures

As annual reporting season begins, it is important to take a fresh look at the company’s governance and incident response processes and develop risk-informed and compliant disclosures. While many companies are understandably...more

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