In an effort to reverse corporate departures from Delaware, its state legislature amended the Delaware General Corporation Law to overturn multiple Chancery Court decisions....more
5/27/2025
/ Amended Legislation ,
Climate Change ,
Corporate Governance ,
Delaware General Corporation Law ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Activism ,
Tariffs
Nasdaq and NYSE-listed companies must have a compensation recovery policy that complies with the Securities and Exchange Commission’s clawback rule. The rule requires the clawback of executive compensation after an accounting...more
Interpretive guidance unlocks general solicitation in Regulation D offerings with user-friendly, bright-line approach.
On March 12, 2025, Latham & Watkins obtained SEC Staff guidance on the use of general solicitation in...more
The SEC Staff has expanded the ability of issuers to make confidential submission of draft registration statements and clarified the procedures for making confidential submissions. This new policy takes effect immediately....more
3/5/2025
/ Capital Formation ,
Corporate Issuers ,
Disclosure Requirements ,
Policy Statement ,
Publicly-Traded Companies ,
Registration Statement ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
President Trump’s nominee for SEC Chair, Paul Atkins, advocates a business-friendly, light-touch regulatory philosophy and is expected to lead the agency to retether its rulemaking to the SEC’s three-part statutory mission —...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/15/2025
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Reporting ,
Financial Statements ,
Foreign Corporations ,
Form 8-K ,
GAAP ,
Initial Public Offering (IPO) ,
Non-GAAP Financial Measures ,
Non-US Entities ,
Public Offerings ,
Reporting Requirements ,
Rule 144A ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/15/2025
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Form 8-K ,
GAAP ,
Initial Public Offering (IPO) ,
JOBS Act ,
Non-GAAP Financial Measures ,
Public Offerings ,
Rule 144A ,
Securities Regulation
What the proposed rule would mean for registrants and their filings with the SEC.
The US Securities and Exchange Commission’s proposed climate disclosure rule, approved by a 3–1 vote on March 21, 2022, is the agency’s...more
4/6/2022
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Proposal would have a significant impact on current practices surrounding the use of Rule 10b5-1 plans by public companies and insiders.
On December 15, 2021, the Securities and Exchange Commission (SEC) issued a set...more
1/10/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Proposed Amendments ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s Guide...more
1/3/2022
/ Acquisitions ,
Audits ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Foreign Issuers ,
Foreign Private Issuers ,
GAAP ,
Internal Controls ,
JOBS Act ,
MD&A Statements ,
Rule 144A ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
SEC Filing Deadline Relief for COVID-19 -
The May 5 Update includes Questions 14-17, which relate to FAQs released by the SEC Division of Corporation Finance on May 5 (Corp Fin FAQs).
In addition, the SEC announced...more