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SEC Division of Corporation Finance Publishes Guidance for Registrants as Government Shutdown Looms

On September 27, 2023, facing the prospect of a lapse of appropriations, the staff of the Securities and Exchange Commission’s Division of Corporation Finance published a summary of the anticipated impact on its operations of...more

Capital Markets - 2024 SEC Filing Deadlines and Financial Statement Staleness Dates

Our 2024 annual guide to SEC filing deadlines and financial statement staleness dates has been released. Public companies should keep in mind key reporting deadlines, disclosure obligations and SEC holidays as they plan for...more

SEC Adopts T+1 Settlement Cycle for Most Securities Transactions but Permits T+2 for Firm Commitment Offerings

On February 15, 2023, the Securities and Exchange Commission (SEC) adopted final rule amendments that will shorten the standard settlement cycle for most broker-dealer securities transactions from two business days after the...more

Capital Markets - 2022 Capital Markets and Corporate Governance Regulatory Review

To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more

Capital Markets - 2023 SEC Filing Deadlines and Financial Statement Staleness Deadlines

To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more

Convertible Notes, Accelerated Share Repurchases and Other Equity-Linked Instruments: Challenges and Opportunities in 2023

Increased volatility and reductions in asset values in the equity markets, coupled with rising interest rates and a slowing macroeconomic environment, have affected a wide range of equity-linked products. Continuation of...more

Revisiting Share Repurchases in Volatile Times

In light of the recent increased volatility in the global financial markets, a number of companies have raised questions regarding the desirability of repurchasing shares at reduced market prices. This alert addresses...more

SEC Proposes New Disclosure Rule for Security-Based Swap Positions

On December 15, 2021, the Securities and Exchange Commission (SEC) voted 3-2 to approve proposed rules that, among other things, would add new Rule 10B-1 to require a prompt disclosure of large security-based swap (SBS)...more

2022 SEC Filing and Staleness Calendars and Annual Regulatory Review

In preparation for 2022, reporting companies should be aware of the SEC filing deadlines and financial statement “staleness” dates that will apply to them, as well as recent regulatory reforms that may affect the preparation...more

Nasdaq Permits Primary Direct Listings and Proposes Relaxation of Pricing Limits

On May 19, 2021, the Securities and Exchange Commission (SEC) approved Nasdaq’s proposal to permit companies to issue shares and raise capital in primary direct listings conducted on the Nasdaq Global Select Market without...more

NYSE Direct Listing Rules Approved; Nasdaq Proposes Substantially Similar Rules

On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved a proposal by the New York Stock Exchange (NYSE) that allows companies going public via a direct listing to issue new shares and raise capital...more

SEC Proposes Amendments to Rule 144 and Form 144

On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) proposed to amend Rule 144 to revise the holding period determination for securities acquired upon conversion or exchange of certain “market adjustable...more

2021 SEC Filing and Staleness Calendars and Annual Regulatory Review

In preparation for 2021, reporting companies should be aware of the SEC filing deadlines and financial statement "staleness" dates that will apply to them, as well as recent regulatory reforms that may affect the preparation...more

Holding Foreign Companies Accountable Act Poised To Be Signed Into Law

On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act (Act). The Act is identical to the bill the U.S. Senate passed in May 2020. Most significantly, the Act requires...more

SEC Adopts Amendments To Exempt Offering Framework

The Securities and Exchange Commission (SEC) recently adopted final rules that significantly revise the exempt offering framework, expanding access to capital markets for both issuers and investors. Key changes include the...more

ISDA Publishes Supplement and Protocol for Transition From IBOR to Alternative Benchmark Rates

On October 23, 2020, the International Swaps and Derivatives Association (ISDA) published its long-awaited IBOR Fallbacks Supplement (Supplement) and IBOR Fallbacks Protocol (Protocol), marking a major milestone in the effort...more

CFTC Finalizes Position Limits Rules

On October 15, 2020, the Commodity Futures Trading Commission (CFTC) voted 3-2 to adopt new rules on speculative position limits (the Final Rule). The Final Rule will become effective 60 days after publication in the Federal...more

SEC Stays NYSE Rules on Primary Direct Listings

On August 26, 2020, the Securities and Exchange Commission (SEC) approved a proposal from the New York Stock Exchange (NYSE) that would allow companies going public via a direct listing to issue and sell new shares on their...more

SEC Modernizes Business Description, Legal Proceedings and Risk Factors Disclosure Requirements

On August 26, 2020, the Securities and Exchange Commission (SEC) voted 3-2 to modernize Regulation S-K rules requiring business description, legal proceedings and risk factor disclosures. The amendments are intended to update...more

SEC Expands Accredited Investor Definition To Allow More Participation in Private Offerings

On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to expand the definition of “accredited investor” in Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933,...more

CFTC Finalizes Cross-Border Swaps Rule

On July 23, 2020, the Commodity Futures Trading Commission (CFTC or Commission) voted 3-2 to approve a final rule (Final Rule) on the cross-border application of certain swap provisions under the Commodity Exchange Act (CEA)....more

CFTC Finalizes Post-Trade Name Give-Up Rule, Introduces New Electronic Trading Proposal

On June 25, 2020, the Commodity Futures Trading Commission (CFTC or Commission) held an open meeting and voted unanimously to approve a final rule prohibiting post-trade name give-up for swaps executed anonymously on a swap...more

CFTC Extends Phase 5 Compliance Date for Its Initial Margin Rules and Proposes More Regulatory Flexibility for Non-US Commodity...

On May 28, 2020, the Commodity Futures Trading Commission (CFTC or Commission) unanimously approved an interim final rule extending the Phase 5 compliance date for the Commission’s initial margin rules (Interim Final Rule)...more

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