Approaches to Giving Guidance during Economic Uncertainty -
As companies issue guidance during this period of economic uncertainty, their earnings announcements are taking different approaches, including...more
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
3/24/2025
/ Capital Markets ,
CDIs ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Foreign Private Issuers ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Registration Requirement ,
Reporting Requirements ,
Securities Regulation ,
WKSIs
The SEC has declared its intent to “return[] to its narrow mission to facilitate capital formation, while protecting investors and maintaining fair, orderly, and efficient markets.”
The new accommodations will allow any...more
3/10/2025
/ Capital Formation ,
Capital Markets ,
Confidentiality Policies ,
Disclosure Requirements ,
Initial Public Offering (IPO) ,
Investors ,
Registration Statement ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...more
2/26/2025
/ Activist Investors ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Guidance Update ,
Investors ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
Although not new, eligibility to use Forms S-3 and S-8 and Rule 144 depend on compliance with SEC electronic filing rules. ...more
On January 10, 2025, the SEC announced settled charges against Vince McMahon, former Executive Chair and CEO of World Wrestling Entertainment Inc., for signing two settlement agreements without disclosure to the board, anyone...more
1/14/2025
/ Compliance ,
Corporate Governance ,
Corporate Misconduct ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Reporting ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Settlement Agreements
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
On October 10, 2023, the SEC adopted final amendments to Section 13(d) reporting obligations, including:
..Significantly accelerating filing deadlines
..Extending the filing cut-off from 5:30 pm ET to 10 pm ET...more
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more
10/3/2023
/ Annual Reports ,
Artificial Intelligence ,
CDIs ,
Clawbacks ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Financial Restatements ,
GAAP ,
Insider Trading ,
Non-GAAP Financial Measures ,
Performance Incentives ,
Proxy Season ,
Publicly-Traded Companies ,
Related Parties ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Ukraine ,
XBRL Filing Requirements
On March 9, 2022, the SEC proposed new requirements for reporting of material cybersecurity incidents in 8-Ks and periodic reports as well as disclosure of board and management roles with respect to cybersecurity and of...more
On February 25, 2022, the SEC proposed a new requirement for certain institutional investment managers to report short sale information to the SEC on a monthly basis. The SEC would then publicly disclose aggregate data about...more
On February 10, 2022, the SEC proposed significant changes to Section 13(d) reporting obligations, including...more
As companies prepare upcoming periodic reports, they should focus on carefully reviewing and updating their risk factors. Some of the considerations may include...more
7/13/2021
/ Adverse Events ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Executive Orders ,
Form 10-K ,
Form 10-Q ,
MD&A Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Assessment
On Friday, July 10, the SEC proposed amendments to Form 13F to substantially increase the reporting threshold to $3.5 billion from the current level of $100 million and make certain other changes. This would be the first...more
In light of health, transportation and logistical issues raised by COVID-19, the SEC staff recently extended previously announced relief for several types of submissions.
..Form 144 paper filings and certain forms (other...more