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Springtime Reminders for Public Companies

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

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

Can You Keep A Secret? SEC Expands Availability of Confidential Submissions of Draft Registration Statements

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

Shareholder Engagement by Investors May Trigger Requirement to Convert From Schedule 13D to 13G

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

SEC Doesn’t Like Secret Hush Money Deals Either: Former Head of WWE Settles Charges for Not Disclosing Confidential Settlements...

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

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

Major Changes to 13D-13G Reporting Adopted by SEC

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

SEC proposes new cybersecurity disclosure 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

SEC targets certain short sellers for new reporting requirements

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

Big changes to 13D-13G reporting proposed by SEC

On February 10, 2022, the SEC proposed significant changes to Section 13(d) reporting obligations, including...more

Risk factor reminders for upcoming 10-Qs

As companies prepare upcoming periodic reports, they should focus on carefully reviewing and updating their risk factors. Some of the considerations may include...more

SEC proposes $3.4 billion increase to current $100 million reporting threshold for Form 13F

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

SEC extends temporary COVID-19 relief for some submissions

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

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