In a widely anticipated move, the U.S. Securities and Exchange Commission (SEC) has announced that it will no longer defend the agency’s climate disclosure rule issued during the Biden administration. The disclosure rule...more
3/28/2025
/ Biden Administration ,
Climate Change ,
Corporate Counsel ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On March 20, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued a set of Compliance & Disclosure Interpretations (C&DIs). In particular, SEC staff revised or withdrew several C&DIs to allow all Form S-3s,...more
On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more
3/17/2025
/ Accredited Investors ,
Capital Markets ,
Compliance ,
Disclosure Requirements ,
Investment ,
Investors ,
Private Equity Funds ,
Regulation D ,
Safe Harbors ,
Securities Act ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 6, 2025, the U.S. Securities and Exchange Commission (SEC) published (1) a revised Compliance and Disclosure Interpretation (C&DI) regarding lock-up agreements in business combinations and (2) five new C&DIs...more
In March 2025, the U.S. Securities and Exchange Commission (SEC) announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review. The SEC’s Division of...more
Earlier this week, Mark Uyeda, the Acting Chairman of the U.S. Securities and Exchange Commission (SEC), began the process of unwinding that agency’s final climate disclosure rule enacted during the Biden administration. In a...more
On December 11, 2024, the U.S. Court of Appeals for the 5th Circuit, sitting en banc, ruled that The Nasdaq Stock Market LLC (Nasdaq) cannot enforce previously adopted listing rules requiring Nasdaq-listed companies to have...more
Key Points - On Wednesday, March 6, 2024, the SEC in a 3-2 vote adopted “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (Final Rule). The Final Rule will require public companies to...more
3/12/2024
/ Annual Reports ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
Greenhouse Gas Emissions ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Transparency
The Securities and Exchange Commission (SEC) recently adopted final rules (available here; also see the fact sheet and press release) representing significant changes to special purpose acquisition companies (SPACs), shell...more
As discussed in our prior publication (found here), the Securities and Exchange Commission (SEC) adopted amendments on December 14, 2022, regarding Rule 10b5-1 insider trading plans and related disclosures. On May 25, 2023,...more
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments requiring disclosure related to issuers’ share repurchases. Item 703 of Regulation S-K currently requires issuers to disclose information about...more
5/10/2023
/ Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Repurchase Agreements ,
Repurchases ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments regarding Rule 10b5-1 insider trading plans and related disclosures. The amendments aim to strengthen investor protections concerning...more
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the “clawback” provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act....more
On June 23, 2020, the Division of Corporation Finance (“Division”) of the Securities and Exchange Commission (SEC) provided additional guidance (“Topic No. 9A”) regarding disclosures about operations, liquidity and capital...more
On June 23, 2020, the Office of the Chief Accountant (OCA) of the Securities and Exchange Commission (SEC) issued another statement on the importance of high-quality financial reporting in light of the impact of, and...more
As the economic turbulence associated with the downturn in commodity prices and the outbreak of COVID-19 continues, many energy companies may find their debt trading at significant discounts. For companies trying to manage...more
In an effort to improve the readability of disclosure documents, as well as discourage repetition and disclosure of information that is not material, the Securities and Exchange Commission (SEC) proposed amendments on August...more
Recently, the Securities and Exchange Commission (SEC) adopted amendments (the Amendments) to modernize and simplify disclosure requirements in Regulation S-K (and related rules and forms). Consistent with the SEC’s mandate...more
4/5/2019
/ Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-Q ,
GAAP ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements
As public companies prepare to file their annual reports on Form 10-K for the year ended December 31, 2018, they should consider whether they qualify for smaller reporting company (“SRC”) status under the recently amended...more
2/22/2019
/ Accelerated Filers ,
C&DIs ,
Disclosure Requirements ,
Filing Requirements ,
Financial Reporting ,
Form 10-K ,
Proxy Statements ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Smaller Reporting Companies ,
Threshold Requirements
Last week, the Staff of the Division of Corporation Finance (the SEC Staff) of the Securities and Exchange Commission (SEC) released new compliance and disclosure interpretations (116.11 and 133.13) (the New C&DIs), which...more
On September 25, 2018, the staff of the Division of Corporation Finance (the SEC Staff) of the Securities and Exchange Commission (SEC) released Compliance and Disclosure Interpretation 105.09 (C&DI 105.09), which clarifies...more
On October 17, 2017, the Staff of the Securities and Exchange Commission (SEC) issued new Non-GAAP Financial Measures Compliance and Disclosure Interpretations (C&DI) that clarify when financial forecasts used in connection...more
10/25/2017
/ C&DIs ,
Disclosure Requirements ,
Financial Adviser ,
Financial Reporting ,
New Guidance ,
Non-GAAP Financial Measures ,
Proxy Statements ,
Regulation G ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Beginning in 2018, U.S. public companies will generally need to comply with the pay ratio disclosure rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires that each such company disclose the...more
10/2/2017
/ CEOs ,
Disclosure Requirements ,
Division of Corporate Finance ,
Dodd-Frank ,
Executive Compensation ,
Guidance Update ,
Independent Contractors ,
Leased Employees ,
Median Employee ,
Pay Ratio ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Wall Street
On March 1, 2017, the Securities and Exchange Commission (SEC) published for comment proposed amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (Exchange Act) that would expand the list of events triggering...more
3/22/2017
/ Collateralized Debt Obligations ,
Default ,
Disclosure Requirements ,
EMMA ,
Form 8-K ,
MSRB ,
Municipal Securities Issuers ,
Municipal Securities Market ,
Municipalities ,
Proposed Amendments ,
Public Comment ,
Rule 15c2-12 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud
On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued guidance regarding the submission of annual reports by registrants to the SEC under Exchange...more