What is non-GAAP?
At the Texas A&M School of Law Corporate Law Symposium on February 17, 2026, U.S. Securities and Exchange Commission (SEC) Chair Paul S. Atkins addressed the ballooning size and complexity of corporate risk factor disclosures...more
As discussed in our trade group’s February 23 post, the Supreme Court struck down the Trump Administration’s tariffs imposed under the International Emergency Economic Powers Act, or IEEPA. ...more
Just last week, I blogged about drafting risk factor disclosure in a new AI-dominated era. A few days ago, SEC Chairman Paul Atkins delivered this speech – in addition to addressing several other topics – laying out a...more
In recent remarks at the 53rd Annual Securities Regulation Institute (transcript available here), SEC Commissioner Mark T. Uyeda signaled a potential shift away from disclosure mandates perceived as costly or socially...more
During Northwestern’s “Securities Regulation Institute,” there was an interesting discussion about whether AI tools supplant the need for the summary of risk factors placed in SEC filings because investors can easily...more
Most US public companies are busily preparing their fiscal 2025 Form 10‑K and 2026 annual meeting proxy statement. In this post, we discuss our sustainability disclosure expectations for this year, informed by market trends,...more
At Northwestern’s annual Securities Regulation Institute in San Diego yesterday, SEC Commissioner Mark Uyeda delivered this speech about how securities law reform in the Corp Fin area might unfold. His main themes consisted...more
This alert highlights recent updates to Securities and Exchange Commission (SEC) disclosure obligations effective for the upcoming Form 10-K and proxy statement season as well as other regulatory updates companies should...more
Unlike past years, companies are not facing new disclosure requirements for their upcoming 10-Ks and proxy statements, but the change in the SEC administration during 2025 brought with it other changes companies will need to...more
Welcome to the inaugural McGuireWoods’ Quarterly Securities & Capital Markets Update. Each edition will review important securities law developments from the previous quarter and alert readers of significant considerations...more
While the pace of amendments and rule changes from the US Securities and Exchange Commission (SEC) slowed in 2025 with the change in presidential administration and the appointment of new SEC Chair Paul S. Atkins...more
Now that 2026 has begun, United States public companies with a December 31 fiscal year-end will be working to prepare their annual reports on Form 10-K for filing with the US Securities and Exchange Commission (SEC). ...more
As 2025 comes to a close, we reflect back on a relatively quiet quarter at the SEC and look ahead to possible regulatory reforms in the coming year. In this Snapshot, we review renewed calls to retool executive compensation...more
Here’s the basics – and some nuances – of what you need to know about audit committee disclosure under Item 407(d) of Regulation S-K: 1. Audit committee charter: Yes, you need one....more
Each year in our Annual Memo, White & Case’s Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more
As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on the following topics...more
Our U.S. Securities and Exchange Commission (SEC) filing deadline calendars for 2026 have been posted on our Resources page. These calendars reflect annual and quarterly filing deadlines for large accelerated filers,...more
As the year-end reporting season approaches, many public companies are starting preparations for their annual reports on Form 10-K to be filed in early 2026. Below are five key reminders as preparations begin....more
On November 20, 2025, the US Securities and Exchange Commission (SEC) announced the dismissal of charges against SolarWinds Corporation and its chief information security officer (CISO). The dismissal marks a significant...more
As public reporting companies gear up for their 2025 SEC annual reports and proxy statements, most of the SEC’s recent disclosure rules are already in place. But a few new requirements and first-time milestones will apply to...more
For small and mid-cap public companies, SEC reporting has never been more demanding. Lean finance and legal teams, fast-moving regulatory updates, and heightened investor scrutiny mean that even small mistakes can carry...more
On August 26, 2025, the Securities and Exchange Commission’s Office of the Inspector General (“OIG”) issued a report entitled “Improved Documentation and Guidance Can Help Strengthen Corporation Finance’s Disclosure Review...more
Public companies should consider updating disclosures describing the risk of hypothetical events where the stated event has actually occurred, as continuing to describe the risk as hypothetical could be viewed as a material...more
On August 27, 2025, the staff of the Securities and Exchange Commission (the “SEC”) published new Exchange Act Rules Compliance and Disclosure Interpretation 130.05, governing the treatment of certain former smaller reporting...more