Effective March 18, 2026, the Holding Foreign Insiders Accountable Act (the “HFIA Act”) ends the long-standing exemption from beneficial ownership reporting requirements for officers and directors of Foreign Private Issuers...more
The US Securities and Exchange Commission (the “SEC”) has amended its reporting requirements under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) to reflect changes enacted under the Holding Foreign...more
This memorandum summarizes key US Securities and Exchange Commission and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance both for US domestic issuers and for foreign...more
On December 18, 2025, President Trump signed into law the National Defense Authorization Act for Fiscal Year 2026, which contained a provision eliminating certain reporting exemptions for SEC-registered companies qualifying...more
The SEC Chairman indicates a policy shift for public companies, inviting them to take action to exclude precatory shareholder proposals from their proxy materials.
In a recent keynote address at the Weinberg Center for...more
Exxon paves the way for incumbents to secure the votes of retail investors, potentially upending the corporate election playbook.
Through a new, proposed retail voting program, Exxon Mobil Corporation (“Exxon”) seeks to...more
On June 4, 2025, the US Securities and Exchange Commission (the “SEC”) published a Concept Release on Foreign Private Issuer Eligibility (the “Release”) seeking comment on the eligibility criteria for companies to qualify as...more
Delaware has recently enacted two sets of amendments to the Delaware General Corporation Law (“DGCL”). One from 2024 is Senate Bill 313, which made explicit the right of a corporation to grant governance rights to a...more
On March 3, 2025, the Securities and Exchange Commission (the “SEC”) expanded the accommodations for the confidential submission and review of registration statements under the Securities Act of 1933 (the “Securities Act”) or...more
2025 desk top reference for public companies: the attached document includes a 2025 calendar and other resources to help alert public companies to key SEC filing dates and financial statement staleness deadlines....more
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit”) vacated the U.S. Securities and Exchange Commission’s (“SEC”) approval of The Nasdaq Stock Market LLC’s (“Nasdaq”) Board Diversity Rules....more
1/20/2025
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On December 20, 2024, the Securities and Exchange Commission (“SEC”) announced charges against two private companies and a registered investment advisor for failure to file a Form D in connection with exempt offerings under...more
1/7/2025
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Securities and Exchange Commission (SEC) ,
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This memorandum summarizes key U.S. Securities and Exchange Commission (“SEC”) and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance for both U.S. domestic issuers and for...more
12/24/2024
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Artificial Intelligence ,
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XBRL Filing Requirements
Nasdaq Adopts Rules Modifying Delisting Process for Securities Failing to Maintain Compliance with Minimum Bid Price Requirement -
As we previously reported, in August of 2024 the Nasdaq Stock Market LLC (“Nasdaq”)...more
On August 6, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted proposed rule changes to the U.S. Securities and Exchange Commission (“SEC”). If adopted, the revised rules would modify the Nasdaq delisting process in...more