On July 1, 2025, the staff of the SEC’s Division of Corporation Finance issued a statement providing the staff’s views on the application of certain disclosure requirements under the Securities Act of 1933 and the Securities...more
On October 9, 2025, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Staff) issued updated guidance applicable to IPO registrants that remove the Rule 473 delaying amendment language in order...more
IPO companies and other companies may have their registration statements go effective automatically 20 days after filing by operation of Section 8(a) of the Securities Act of 1933 (the “Securities Act”), notwithstanding the...more
The federal government shutdown that commenced on October 1, 2025, will significantly limit operations at the Securities and Exchange Commission (“SEC”). During the shutdown, public companies must continue to meet all filing...more
On September 30, 2025, the staff of the SEC’s Division of Corporation Finance published a summary of the impact of the government shutdown on the Division’s operations, along with guidance for registrants who have or expect...more
As fall approaches, the SEC has kept a brisk pace on both proposed rulemaking and regulatory initiatives in the third quarter. In this Snapshot, we review the SEC’s decision to decrease registration fees for issuers as well...more
October 1, 2025 marks the beginning of the 2026 federal fiscal year. However, if Congress does not enact the requisite appropriations bills or a temporary funding measure known as a continuing resolution, the federal...more
A few weeks ago, Corp Fin issued a new CDI that didn’t get a lot of attention because the SEC didn’t push out an email alert about it like it normally does....more
Citing a host of recent U.S. Supreme Court rulings interpreting the Federal Arbitration Act (FAA), the Securities and Exchange Commission (SEC) has “determined that the presence of an issuer-investor mandatory arbitration...more
The SEC's Division of Corporate Finance has granted ExxonMobil's no-action request to enable automatic voting for its retail investors....more
On May 29, 2025, the Division of Corporation Finance of the US Securities and Exchange Commission (SEC) issued a statement clarifying its views on the application of federal securities laws to certain proof-of-stake (PoS)...more
The U.S. Securities and Exchange Commission's (SEC) Division of Corporate Finance (Division) published a statement on May 21, 2024, regarding how public companies may disclose cyber incidents they determined to be immaterial....more
On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March...more
Recent enforcement actions brought by the Securities and Exchange Commission (“SEC”) signal that the SEC is paying close attention to public company financial reporting and will continue to punish misleading accounting and...more
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
If U.S. congressional leaders are unable to resolve the current federal budget standoff, it is expected that much of the federal government, including the U.S. Securities and Exchange Commission (SEC), would shut down soon...more
The SEC’s Division of Corporation Finance, or CorpFin, has released an updated financial reporting manual (FRM). In keeping with prior convention, updates as of Dec. 31, 2022, are marked with a “Last updated: 12/31/2022”...more
On January 4, 2023, the Office of Information and Regulatory Affairs released the Fall 2022 Unified Agenda of Regulatory and Deregulatory Actions, which includes, among other things, the SEC’s semi-annual regulatory agenda....more
On May 3, 2022, the Division of Corporation Finance ("Corp Fin") of the Securities and Exchange Commission ("SEC") posted a sample comment letter emphasizing companies' potential disclosure obligations related to direct or...more
On Thursday, March 24th, the Securities and Exchange Commission announced an agenda for a March 30th open meeting for the Divisions on Corporate Finance and Investment Management. The meeting has only one agenda item: SPACs,...more
The Division of Corporation Finance of the U.S. Securities and Exchange Commission recently published a sample letter to companies providing illustrative comments that the Division of Corporation Finance may issue to...more
On September 22, 2021, the Commission’s Division of Corporation Finance published a sample letter to companies regarding climate change disclosure. The letter contains sample comments that the Division may issue to companies...more
John Coates, Acting Director, Division of Corporation Finance, issued a statement questioning the application of the safe harbor for forward looking information in the Private Securities Litigation Reform Act (PSLRA) to a...more
A flurry of recent climate-related announcements from the SEC forecasts an upcoming policy battle at the agency. Acting Chair Allison Herren Lee has signaled that “ESG” will clearly be in focus across the SEC’s various...more
Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition; SEC Division of Corporation Finance Suggests Companies Issue Additional Disclosures When...more