The U.S. Securities and Exchange Commission has proposed new rules and amendments (the Proposed Rules) to enhance disclosure and expand liability in initial public offerings by special purpose acquisition companies (SPACs)...more
4/7/2022
/ Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement ,
Financial Statements ,
Initial Public Offering (IPO) ,
Investors ,
Liability ,
Proposed Amendments ,
Proposed Rules ,
PSLRA ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Smaller Reporting Companies ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company
On February 10, 2022, the U.S. Securities and Exchange Commission issued a proposal (Proposed rules: Modernization of Beneficial Ownership Reporting) that would amend Regulation 13D-G under the Securities Exchange Act of 1934...more
2/17/2022
/ Amended Regulation ,
Beneficial Owner ,
Broker-Dealer ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Investment Adviser ,
Investors ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
The U.S. Securities and Exchange Commission has issued final rules adopting amendments to certain financial disclosure requirements and to the disclosure required in Management’s Discussion and Analysis (MD&A). We previously...more
On August 26, 2020, the U.S. Securities and Exchange Commission adopted final rules to expand the accredited investor definition and modernize the disclosure requirements under Regulation S-K Items 101 (Business), 103 (Legal...more
8/31/2020
/ Accredited Investors ,
Certifications ,
Disclosure Requirements ,
Final Rules ,
Financial Services Industry ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Private Offerings ,
Qualified Institutional Buyers ,
Regulation D ,
Regulation S-K ,
Risk Factors ,
Rule 144A ,
Rule 501 ,
Rural Business Investment Companies (RBICs) ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission’s Office of the Chief Accountant (OCA) and Division of Corporation Finance (Division) have separately issued statements emphasizing the continued importance of high-quality...more
6/26/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Division of Corporate Finance ,
FASB ,
Financial Reporting ,
IASB ,
ICFR ,
New Guidance ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The SEC has issued rules amending the disclosure requirements for providing historical and pro forma financial statements in connection with material acquisitions and dispositions. The final amendments, issued on May 21,...more
Chairman Jay Clayton of the U.S. Securities and Exchange Commission and William Hinman, director of the Division of Corporation Finance, issued a statement stressing the importance of current and forward-looking disclosure in...more
In this episode, the Fenwick team discusses considerations related to the material non-public information that companies are rapidly developing as the COVID-19 situation evolves, including considerations regarding updating...more
Disclosure Guidelines for Public Companies Affected by COVID-19 -
On March 25, 2020, the U.S. Securities and Exchange Commission’s Division of Corporation Finance provided guidance regarding disclosure and other securities...more
Impacts of Coronavirus on Commercial Agreements and Public Company Disclosures -
COVID-19, a disease caused by the novel coronavirus, has now spread to at least 70 countries, including the United States. Our thoughts are...more
3/6/2020
/ Breach of Contract ,
Contract Management ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Emergency Management Plans ,
Filing Deadlines ,
Force Majeure Clause ,
Paid Leave ,
Performance Standards ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sick Leave ,
Workplace Safety
The U.S. Securities and Exchange Commission has issued guidance on the use of financial metrics and has proposed significant amendments pertaining to Regulation S-K’s financial disclosure provisions?. In addition, SEC...more
2/19/2020
/ Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC)
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to existing rules to modernize and simplify its disclosure obligations. The most significant changes relate to the new streamlined process for...more
4/4/2019
/ Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Emerging Growth Companies ,
Final Rules ,
Form 10-K ,
MD&A Statements ,
New Rules ,
Personally Identifiable Information ,
Publicly-Traded Companies ,
Redaction ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission this month adopted amendments to certain disclosure requirements in an effort to streamline rules and regulations, and to remove requirements that are “redundant, duplicative,...more
8/28/2018
/ Disclosure Requirements ,
Financial Accounting Standards Board ,
Financial Reporting ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
GAAP ,
Life Sciences ,
New Rules ,
Private Securities Litigation Reform Act of 1995 ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Stock Prices ,
Technology Sector ,
XBRL Filing Requirements
The U.S. Securities and Exchange Commission on Feb. 21, 2018, issued interpretive guidance on public company cybersecurity disclosures.
The new guidance will affect public companies and companies seeking to go public in...more
2/28/2018
/ Cyber Attacks ,
Cyber Crimes ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Hackers ,
Insider Trading ,
Investment Adviser ,
New Guidance ,
Personally Identifiable Information ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)