In early 2026, the US Securities and Exchange Commission (the "SEC") released new and updated Compliance and Disclosure Interpretations ("CDIs") that address business combinations, tender offers and shareholder meetings and...more
3/12/2026
/ Acquisition Agreements ,
CDIs ,
Cooperative Compliance Regime ,
Cross-Border Transactions ,
Disclosure Requirements ,
Executive Compensation ,
Merger Agreements ,
Proxy Statements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Meetings ,
Spinoffs ,
Tender Offers
On March 5, 2026, in advance of the March 18th compliance deadline, the U.S. Securities and Exchange Commission (“SEC”) issued an order granting directors and officers of certain foreign private issuers (“FPIs”) an exemption...more
3/9/2026
/ Canada ,
Corporate Officers ,
Directors ,
EU ,
Exemptions ,
Exemptive Orders ,
Filing Deadlines ,
Foreign Private Issuers ,
Jurisdiction ,
Reporting Requirements ,
Section 16 ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
UK
On February 27, 2026, the US Securities and Exchange Commission (“SEC”) adopted certain rule and form amendments implementing the landmark requirements of the Holding Foreign Insiders Accountable Act (“HIFAA”). ...more
3/3/2026
/ Beneficial Owner ,
Corporate Officers ,
EDGAR ,
Filing Requirements ,
Foreign Private Issuers ,
Insider Trading ,
New Rules ,
Reporting Requirements ,
Section 16 ,
Securities Exchange Act of 1934 ,
Securities Regulation
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
1/6/2026
/ Annual Reports ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 20-F ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
In a landmark change, the SEC’s Division of Corporation Finance has announced that it will not provide substantive responses or express views on most no-action requests for shareholder proposal exclusions “due to current...more
11/25/2025
/ Corporate Governance ,
Division of Corporate Finance ,
Filing Deadlines ,
Government Shutdown ,
No-Action Letters ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
Activist campaigns have become an increasingly common strategy for investors seeking to unlock shareholder value. M&A and other transactional-focused strategies have been a top driver of activist activity, with 45 percent of...more
11/20/2025
/ Acquisitions ,
Activist Investors ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Disclosure Requirements ,
Fiduciary Duty ,
Foreign Private Issuers ,
Mergers ,
Proxy Contests ,
Proxy Statements ,
Shareholder Activism ,
Shareholder Litigation ,
Shareholder Rights ,
Shareholders ,
Voting Requirements
White & Case’s US Public Company Advisory Group has conducted its second annual survey of publicly filed insider trading policies to assess trends with respect to insider trading policy terms. Calendar-year end public...more
On September 4, 2025, the SEC's latest reg flex agenda was released, setting out the short- and long-term regulatory actions that the SEC plans to take. The agenda includes a number of proposals designed to reduce compliance...more
9/5/2025
/ Capital Markets ,
Cryptoassets ,
Disclosure Requirements ,
Emerging Growth Companies ,
JOBS Act ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Rule 144 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On June 4, 2025, following an open meeting of the Securities and Exchange Commission, the Commission issued a concept release to solicit public comment on the definition of foreign private issuer ("FPI")....more
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
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
Notwithstanding recent reports that the Securities and Exchange Commission (“SEC”) has quietly disbanded its Climate and ESG Task Force,1 and while the SEC’s new climate-related disclosure rules remain stayed,2 the SEC’s...more
On September 9, 2024, the US Securities and Exchange Commission (“SEC”) announced settled charges against seven public companies for violation of the whistleblower protection rule in connection with employment, separation,...more
The US Securities and Exchange Commission (SEC) and the US Department of Justice (DOJ) recently announced parallel actions against an activist short seller and his firm, charging them with multiple counts of securities fraud....more
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
In April, we issued an alert discussing the U.S. Securities and Exchange Commission ("SEC") and Department of Justice’s ("DOJ") expansion of insider trading to 10b5-1 plans. On June 21, 2024, a federal jury in California...more
7/3/2024
/ 10b5-1 Plans ,
Corporate Executives ,
Criminal Convictions ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Insider Information ,
Insider Trading ,
Material Nonpublic Information ,
Securities and Exchange Commission (SEC) ,
Securities Fraud