In this episode of the Above Board podcast, hosts Scott Lesmes and Haima Marlier are joined by Morrison Foerster Securities Litigation partners Jamie Levitt and Ryan Keats to discuss what public companies can expect in...more
On February 27, 2026, the Securities and Exchange Commission (SEC) adopted final amendments to implement the Holding Foreign Insiders Accountable Act (HFIAA), which amended Section 16(a) of the Securities Exchange Act of 1934...more
3/9/2026
/ Beneficial Owner ,
Disclosure Requirements ,
Exemptions ,
Exemptive Orders ,
Filing Requirements ,
Final Rules ,
Foreign Private Issuers ,
New Rules ,
Reporting Requirements ,
Required Forms ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
Prediction markets, where users can take monetary positions on nearly endless scenarios, have surged in popularity in recent months. As prediction markets become more widespread, however, concerns about insider trading on the...more
3/3/2026
/ CFTC ,
Commodity Exchange Act (CEA) ,
Compliance ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Enforcement Actions ,
FinTech ,
Fraud ,
Innovative Technology ,
Insider Trading ,
Policies and Procedures ,
Regulatory Oversight ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
On December 18, 2025, President Trump signed into law the Holding Foreign Insiders Accountable Act (HFIAA), which eliminates a long-standing exemption that enabled foreign private issuers (FPIs) to avoid insider reporting...more
12/26/2025
/ Compliance ,
Corporate Governance ,
EDGAR ,
Filing Deadlines ,
Filing Requirements ,
Foreign Private Issuers ,
Insider Trading ,
New Legislation ,
Regulatory Requirements ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
On December 11, 2025, President Trump issued an Executive Order titled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors” (the “Order”), which directs the Securities and Exchange...more
12/15/2025
/ Antitrust Investigations ,
Corporate Governance ,
Department of Labor (DOL) ,
Executive Orders ,
Federal Trade Commission (FTC) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisory Firms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trump Administration
On November 17, 2025, the U.S. Securities and Exchange Commission’s (the SEC or “Commission”) Division of Corporation Finance (the “Staff”) issued a statement announcing that the Staff will largely suspend its practice of...more
11/19/2025
/ Capital Markets ,
Corporate Governance ,
No-Action Letters ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
On October 9, 2025, in remarks at the University of Delaware’s Weinberg Center for Corporate Governance, U.S. Securities and Exchange (SEC, or the “Commission”) Chairman Paul S. Atkins spoke of what he described as “three...more
10/13/2025
/ Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Environmental Social & Governance (ESG) ,
No-Action Letters ,
Proxy Season ,
Proxy Statements ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Securities Regulation ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
UPDATE: On October 9, 2025, the staff of SEC’s Division of Corporation Finance published updated guidance that provides significant flexibility for companies filing registration statements during the government shutdown. The...more
10/10/2025
/ Capital Markets ,
Disclosure Requirements ,
EDGAR ,
Filing Deadlines ,
Government Shutdown ,
Initial Public Offering (IPO) ,
New Guidance ,
No-Action Letters ,
Registration Statement ,
Regulatory Oversight ,
Regulatory Requirements ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
At 12:01 a.m. on Wednesday, October 1, 2025, the U.S. government shut down for the first time since 2019. It remains to be seen how long it will be until the government reopens, but an extended shutdown could have significant...more
10/2/2025
/ Capital Markets ,
EDGAR ,
Filing Deadlines ,
Filing Requirements ,
Government Shutdown ,
New Guidance ,
No-Action Letters ,
Proxy Statements ,
Registration Statement ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
During each annual proxy “season,” companies receive and respond to shareholder proposals and often attempt to exclude these proposals from their proxy statements through no-action requests submitted to the U.S. Securities...more
9/23/2025
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
New Guidance ,
No-Action Letters ,
Proxy Season ,
Proxy Statements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Shareholder Activism ,
Shareholder Proposals ,
Shareholders
On September 17, 2025, the U.S. Securities and Exchange Commission (SEC or the Commission) voted to approve the issuance of a Policy Statement (the Policy Statement) providing guidance on the Commission’s views on the use of...more
9/18/2025
/ Arbitration ,
Arbitration Agreements ,
Corporate Governance ,
Disclosure Requirements ,
Federal Arbitration Act ,
Initial Public Offering (IPO) ,
Mandatory Arbitration ,
New Guidance ,
Registration Statement ,
REIT ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In this episode of the Above Board podcast, host Scott Lesmes is joined by Morrison Foerster partner and former SEC Division of Corporation Finance staffer Ryan Adams to recap major trends from the 2025 proxy season. They...more
On September 27, 2024, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to Regulation S-T, resulting in major changes to the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) System for SEC...more
7/29/2025
/ Compliance ,
Corporate Counsel ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Financial Markets ,
Financial Services Industry ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On June 4, 2025, the U.S. Securities and Exchange Commission (SEC) issued a Concept Release soliciting public comments on whether and how to revise the definition of a foreign private issuer (FPI) under the federal securities...more
6/10/2025
/ Capital Markets ,
Disclosure Requirements ,
Foreign Private Issuers ,
Proposed Amendments ,
Proposed Rules ,
Public Comment ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 3, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the SEC) issued new guidance, effective immediately, expanding the accommodations available for...more
On February 27, 2025, the staff of the Securities and Exchange Commission’s Division of Corporate Finance (the “staff”) released its views on “meme coins,” stating that under certain circumstances, the offer and sale of “meme...more
On February 12, 2025, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M), rescinding Staff Legal Bulletin No. 14L (Nov. 3, 2021)...more
2/14/2025
/ Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Financial Services Industry ,
No-Action Letters ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
In this episode of the Above Board podcast, hosts Scott Lesmes and Haima Marlier are joined by Morrison Foerster partners and legal advisors to leading artificial intelligence (AI) companies Marian Waldmann Agarwal and Justin...more
Many companies are in the midst of preparing their year-end Annual Reports on Form 10-K and looking ahead to their annual meeting of shareholders. In addition to changes to rules, regulations and disclosure trends, the...more
2/7/2025
/ Artificial Intelligence ,
Climate Action Plan ,
Climate Change ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Donald Trump ,
Executive Orders ,
Form 10-K ,
Geopolitical Risks ,
Insider Trading ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Tariffs
On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the...more
On December 19, 2023, the Fifth Circuit Court of Appeals issued an opinion and judgment vacating (the “Judgment”) the U.S. Securities and Exchange Commission’s (SEC) Share Repurchase Disclosure Modernization rule (the...more
On November 22, 2023, the U.S. Securities and Exchange Commission (SEC) issued an order postponing the effective date (the “Postponement”) of the Share Repurchase Disclosure Modernization rule (the “Repurchase Rule”), which...more
On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the...more
On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more
5/16/2023
/ Disclosure Requirements ,
Foreign Private Issuers ,
Form 10-Q ,
Investors ,
Regulation S-K ,
Repurchases ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Stock Repurchases ,
Trading Policies
On February 10, 2023, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published new Regulation S-K Compliance and Disclosure Interpretations (C&DIs) regarding the...more