On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more
3/12/2025
/ Beneficial Owner ,
Corporate Governance ,
Disclosure Requirements ,
Investors ,
Regulatory Requirements ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
On March 3, 2025, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance issued an announcement expanding accommodations available for issuers to submit draft registration statements for...more
3/6/2025
/ Acquisitions ,
Disclosure Requirements ,
Form S-1 ,
Initial Public Offering (IPO) ,
Mergers ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
On February 12, 2025, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued new guidance that should provide additional leeway for public companies to exclude...more
With the inauguration of US President Trump on January 20, 2025, public companies await the impact of the new administration on the US Securities and Exchange Commission ("SEC"). President Trump's pick for the next SEC Chair,...more
1/20/2025
/ Annual Reports ,
Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Foreign Issuers ,
Foreign Private Issuers ,
Form 20-F ,
Insider Trading ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Trump Administration
With the 2025 annual reporting season upon us, public companies should consider potential updates to their risk factors for their Form 10-Ks and 20-Fs in light of recent economic, political, technological, and regulatory...more
1/16/2025
/ Artificial Intelligence ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 20-F ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Technology Sector
Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more
On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 vote, struck down The Nasdaq Stock Market's ("Nasdaq") board diversity rules, holding that the Securities and Exchange Commission (the...more
12/18/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
White & Case's Public Company Advisory Group has conducted a survey of publicly filed insider trading policies to assess emerging trends with respect to key insider trading policy terms. Starting with Form 10-K/20-F annual...more
12/12/2024
/ Annual Reports ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 20-F ,
Insider Trading ,
Policy Terms ,
Regulation S-K ,
Regulatory Requirements ,
Required Documentation ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. Securities and Exchange Commission's ("SEC") Division of Enforcement has recently brought a spate of enforcement actions relating to key topics for public companies. These include enforcement actions related to...more
Over the past year, the U.S. Securities and Exchange Commission (“SEC”) has intensified its focus on beneficial ownership reporting under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934 (“Exchange...more
10/25/2024
/ Amended Rules ,
Beneficial Owner ,
Capital Markets ,
Enforcement Actions ,
Filing Deadlines ,
Filing Requirements ,
Investment Funds ,
Popular ,
Publicly-Traded Companies ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
On July 18, 2024, a New York federal judge dismissed most of the US Securities and Exchange Commission’s ("SEC") claims against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer...more
As we enter the second half of the year, it is once again time for many foreign private issuers (“FPIs”) to complete their annual assessment of FPI status. The determination of whether an issuer is an FPI must be made as of...more
Beginning May 28, 2024, the new T+1 settlement cycle will apply to most routine securities transactions, which means that the settlement period for most securities issuances and trades will shorten from two business days...more
On April 4, 2024, less than one month after their adoption, the U.S. Securities and Exchange Commission ("SEC") has chosen to stay its newly adopted climate disclosure rules, pending judicial review (the "Final Rules"). The...more
On March 6, 2024, in a 3 to 2 vote of the Commissioners, the US Securities and Exchange Commission (the "SEC") adopted rules that will require public companies to disclose extensive climate change-related information in their...more
Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
3/18/2024
/ Annual Reports ,
Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
New Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
With the 2023 annual report season upon us, it is time for companies to take stock of risk factors for 10-Ks and 20-Fs, and consider whether recent economic, political, technological, and regulatory developments have had (or...more
12/22/2023
/ Annual Reports ,
Artificial Intelligence ,
Climate Change ,
Cybersecurity ,
Disclosure Requirements ,
Geopolitical Risks ,
Internal Controls ,
Popular ,
Publicly-Traded Companies ,
Risk Factors ,
Securities and Exchange Commission (SEC)
As economic and regulatory headwinds gather, SPACs must adapt in order to position themselves for a comeback -
The 2022 US SPAC IPO market was a shadow of its former self. There were 86 SPAC listings on US exchanges,...more
Although the record-breaking deal activity of 2021 spilled over into 2022, headwinds in the first quarter developed into a significant slowdown during the rest of 2022, with an expectation of continued slowness as we enter...more
1/30/2023
/ Acquisitions ,
Buyers ,
Capital Markets ,
CFIUS ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Domestic Dealmaking ,
Environmental Social & Governance (ESG) ,
EU ,
Federal Trade Commission (FTC) ,
Financial Institutions ,
Financial Services Industry ,
Global Dealmaking ,
Investment ,
Investors ,
Mergers ,
Pharmaceutical Industry ,
Private Equity ,
Publicly-Traded Companies ,
Real Estate Market ,
Securities and Exchange Commission (SEC) ,
Sellers ,
Special Purpose Acquisition Companies (SPACs) ,
Technology
On August 26, 2022, the US Public Company Accounting Oversight Board (the "PCAOB") signed a Statement of Protocol (the "SOP") with the China Securities Regulatory Commission (the "CSRC") and the Ministry of Finance of the...more
On March 30, 2022, the US Securities and Exchange Commission (the "SEC"), in a three-to-one vote of its commissioners divided along political lines, approved the issuance of proposed rules regarding special purpose...more
In March 2021, White & Case published a client alert entitled "How SPACs Can Manage the Risks of White Collar Scrutiny." The article discussed the surge in interest and publicity surrounding "SPACs" (Special Purpose...more
A combination of SPACs, pent-up demand from pandemic-shocked 2020 and a wave of technology listings drove the IPO market to record highs -
The global IPO market made up for lost time in 2021. After a slow 2019 and a...more
Last year was nothing short of a rollercoaster ride for the SPAC market. While SPACs have long been a feature of financial markets, 2021 began with explosive growth in new listings, followed by a rapid cool-off in the second...more