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New SEC Guidance Eases Form S-3 Registration Process for More Public Companies

The new registration statement guidance will make capital raises by non-WKSI companies filing on Form S-3 easier, as they can proceed with offerings during periods before their proxy statements are finalized – a privilege...more

New SEC Staff Guidance on Verification of Investor Accreditation in Private Placements Involving General Solicitation

On March 12, 2025, the SEC staff confirmed in a no-action letter that issuers may rely on high minimum investment levels, as well as investor self-certification of accredited status, in private offerings involving general...more

SEC Reinstates Shareholder Proposal Guidance Rescinded Under Chairman Gensler

In one of its first actions under the new Administration, the SEC staff issued new guidance that largely reinstated older guidance that had supported the ability of public companies to exclude shareholder proposals from their...more

SEC Staff Issues Guidance for Reporting Cybersecurity Incidents Under Item 1.05 Versus Item 8.01 of Form 8-K

On May 21, 2024, the Director of the SEC’s Division of Corporation Finance issued a statement providing guidance on the use of Item 1.05 of Form 8-K to disclose cybersecurity incidents....more

Guidance from the SEC for new Pay versus Performance tables

What happened - The SEC staff recently issued 15 interpretations (see Sections 128D and 228D) relating to its new Pay versus Performance (PvP) rules....more

SEC Tightens Accounting for “Spring-Loaded” Equity Awards

Spring-loading - awarding equity awards before announcing material good news - was in the headlines 15 years ago but still surfaces on occasion, notably when in July 2020 Kodak made large grants to executives the day before a...more

Excluding a Shareholder Proposal? Not So Fast…

The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act.  Specifically, the...more

SEC staff announces guidance for SPACs

Last week the Staff of the Division of Corporation Finance issued a statement addressing a variety of accounting, financial reporting and governance issues that a private operating company should consider before undertaking a...more

SEC guidance targets disclosures during “meme stock” volatility

The SEC’s Division of Corporation Finance issued guidance on securities offering disclosure during times of extreme price volatility, which it viewed as characterized by...more

ISS releases FAQs addressing COVID-related compensation actions

ISS recently published FAQ guidance addressing how it will approach COVID-related pay decisions under its pay-for-performance qualitative evaluation. The guidance reflects feedback from discussions with investors and its...more

SEC Issues More COVID-19 Disclosure Guidance as Quarter End Approaches

On June 23, 2019, both the Division of Corporation Finance and the Office of the Chief Accountant issued additional statements to public companies and their stakeholders about the importance of “high-quality” financial...more

Staff Issues New Guidance on Excluding Shareholder Proposals

On November 1, 2017, the staff of the Division of Corporation Finance issued Staff Legal Bulletin No. 14I (SLB 14I), providing guidance on the excludability of shareholder proposals under Exchange Act Rules 14a-8(i)(7)...more

SEC Staff Issues New Guidance on Conflict Minerals Rule for 2017 Filings

Late Friday, April 7, the SEC issued two statements relating to the conflict minerals rule which reflect a significant change in the staff’s guidance for public companies. The upshot of these statements is that the staff...more

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