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Cooley LLP

It’s back to the future—or is it forward to the past?—on share repurchase disclosure

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On December 19, a Fifth Circuit panel pulled the plug on the SEC’s Share Repurchase Disclosure Modernization rule, issuing an opinion vacating the rule. On Friday last week, Corp Fin announced that, yes, the rule had been...more

Cooley LLP

Public Companies Update – December One-Minute Reads

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Share repurchase rules stayed, inching toward vacatur Our November One-Minute Reads addressed the US Court of Appeals for the Fifth Circuit holding that the Securities and Exchange Commission (SEC) violated the Administrative...more

Cooley LLP

Corp Fin releases more new CDIs on pay versus performance

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Yesterday, Corp Fin released yet another group of new and revised CDIs, these relating to pay-versus-performance disclosure. (See this PubCo post.) Several of the new CDIs address issues regarding peer groups and some provide...more

Cooley LLP

More new CDIs from Corp Fin

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On the heels of the release of new proxy-related CDIs on Friday come another set of new CDIs from Corp Fin, released yesterday. The new CDIs, summarized below, relate to Securities Act Rules 456 and 457 (regarding completing...more

Cooley LLP

Corp Fin posts new CDIs regarding pay versus performance

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Corp Fin has posted some new CDIs on pay versus performance. In August last year, the SEC finally adopted a new rule requiring disclosure of information reflecting the relationship between executive compensation actually paid...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues CDIs on Pay Versus Performance

On September 27, 2023, the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Corp Fin) issued nine new Compliance and Disclosure Interpretations (CDIs) regarding pay versus performance...more

Cooley LLP

Corp Fin issues some new CDIs on Rule 10b5-1 plans

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On Friday afternoon, Corp Fin issued several new CDIs regarding Rule 10b5-1 plans. As you may recall, in December last year, the SEC adopted new amendments to the rules regarding Rule 10b5-1 plans. These amendments added new...more

Cooley LLP

In discussions of inflation, SEC staff want the details

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According to a review of SEC staff comments by Bloomberg, Corp Fin staff have been weighing in to remind companies about the need to discuss, in SEC filings, the material impact of inflation—and don’t forget the details. No...more

Cooley LLP

Corp Fin issues new CDIs regarding the clawback rules

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In October last year, the SEC adopted a new clawback rule, Exchange Act Rule 10D-1, which directed the national securities exchanges to establish listing standards requiring listed issuers to adopt and comply with a clawback...more

Cooley LLP

Renee Jones to leave SEC; Erik Gerding to be named Corp Fin Director

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On Friday, the SEC announced the departure of Renee Jones as head of Corp Fin. She has been Director of Corp Fin since June 2021 and will be returning to her position on the faculty of Boston College Law School. In her...more

Cooley LLP

Corp Fin posts revised and new non-GAAP CDIs

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The Corp Fin staff has issued a group of revised and new compliance & disclosure interpretations on the use of non-GAAP financial measures. The CDIs are more detailed and expansive in describing disclosure that the staff...more

Cooley LLP

SEC staff issues SAB No. 120 regarding “spring-loaded” awards to executives

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Yesterday, the staff of the SEC’s Office of the Chief Accountant and Corp Fin released Staff Accounting Bulletin No. 120, which provides guidance about proper recognition and disclosure of compensation cost for...more

Akin Gump Strauss Hauer & Feld LLP

Corp Fin’s Climate Disclosure Review is Here – What to Expect and How to Prepare

Last week, the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) published an illustrative letter that provides samples of comments, which the SEC may issue to companies regarding...more

Cooley LLP

Blog: Acting SEC Chair directs Corp Fin to focus on climate

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Yesterday, Allison Lee, Acting Chair of the SEC, directed the staff of Corp Fin to “enhance its focus on climate-related disclosure in public company filings.” This action should come as no surprise. As I wrote just...more

Cooley LLP

Blog: Corp Fin posts FAQs related to transition to new Reg S-K modernization rules

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Yesterday, Corp Fin posted a few new FAQs regarding the transition to the new amendments to Reg S-K Items 101, 103 and 105, which are designed to modernize the disclosure requirements related to the descriptions of business,...more

Cooley LLP

Blog: Corp Fin adds two new CDIs regarding SPACs and COVID-19 benefits

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Yesterday, Corp Fin posted two new CDIs, the first relating to SPAC (special purpose acquisition companies) eligibility to use Form S-3 and the second relating to whether COVID-19 benefits should be considered perks....more

Cooley LLP

Blog: Corp Fin amends guidance on extensions of confidential treatment orders

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Corp Fin has amended Disclosure Guidance Topic No. 7, Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2, to modify the alternatives available for companies with confidential treatment orders that...more

Cooley LLP

Blog: What’s on the SEC’s Spring 2020 RegFlex Agenda?

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With so much going on in connection with COVID-19 and its impact, it would be easy to overlook the rest of the SEC’s agenda. And it’s a lengthy one. The new Spring Regulatory Flexibility Act Agenda was published at the end of...more

Cooley LLP

Blog: Corp Fin posts new CDIs on omission from MD&A of earliest year discussion

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You might recall that in the FAST Act Modernization and Simplification of Regulation S-K, adopted last year, the SEC amended Item 303 of Reg S-K to provide that, where a company includes in the filing financial statements...more

Morrison & Foerster LLP

Year In Review: 2019 Developments With The SEC’s Division Of Corporation Finance

During 2019, the Division of Corporation Finance (the “Division” or the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) addressed a number of regulatory issues affecting public companies and participants...more

White & Case LLP

Key Considerations for the 2020 Annual Reporting Season

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This memorandum outlines key considerations from White & Case’s Public Company Advisory Practice for foreign private issuers (“FPIs”) in preparation for the 2020 annual reporting season. It describes our key considerations...more

Cooley LLP

Blog: New disclosure guidance on confidential treatment and disclosure of international IP risks

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Corp Fin has posted two new CF Disclosure Guidance Topics. Topic No. 7, Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2, supersedes SLBs 1 and 1A and relates to the process for submission of...more

Cooley LLP

Blog: Corp Fin posts new CDIs on Inline XBRL

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Corp Fin has posted some new CDIs on Inline XBRL summarized below: Question 101.01 In the Exhibit Index, Interactive Data Files required under Rule 405 of Reg S-T should be identified as exhibit 101 and any Cover Page...more

Cooley LLP

Blog: Corp Fin provides guidance on new confidential treatment process, which is effective today

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The SEC’s new rules related to confidential treatment (part of FAST Act Modernization and Simplification of Regulation S-K) became effective today, April 2, when the adopting release was published in the Federal Register. ...more

Cooley LLP

Blog: Corp Fin Director discusses Brexit and sustainability disclosure

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In remarks today in London at the 18th Annual Institute on Securities Regulation in Europe, Corp Fin Director William Hinman discussed the application of a “Principles-Based Approach to Disclosing Complex, Uncertain and...more

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150 Harbor Drive, #2760
Sausalito, CA 94965

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Privacy Officer
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Sausalito, CA 94965

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