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Cooley LLP

Capital Markets Update – March 2025 One-Minute Reads

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New C&DIs related to Reg A and Reg D - On March 12, the Securities and Exchange Commission (SEC) Division of Corporation Finance (Corp Fin) issued new and updated compliance and disclosure interpretations (C&DIs) under...more

Dorsey & Whitney LLP

EDGAR Next is Live - What Canadian Issuers Need to Know

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The SEC has updated the EDGAR system’s login, password, and access protocols which will affect Canadian SEC reporting companies and other individuals and entities with EDGAR filing codes, including non-reporting companies...more

WilmerHale

So You Went Public via a Reverse Merger? Are You a Shell Company?

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In recent years, a variety of alternative paths to public ownership and trading liquidity have emerged. The reverse merger is among one of the oldest alternatives to a conventional IPO for a private company seeking to become...more

BCLP

New SEC Guidance Eases Form S-3 Registration Process for More Public Companies

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The new registration statement guidance will make capital raises by non-WKSI companies filing on Form S-3 easier, as they can proceed with offerings during periods before their proxy statements are finalized – a privilege...more

Goodwin

Who’s Got Next? Preparing for EDGAR Next - a guide for private investment fund managers.

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With March Madness upon us, the Securities and Exchange Commission (SEC) is joining the action by implementing a sweeping set of technical updates known as EDGAR Next that will change how all SEC filers access the Electronic...more

Cooley LLP

EDGAR Next: The Need to File a Revised Form ID When Onboarding Brand New Insiders

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Here’s an important point made by Cooley’s Luci Altman during this 29-minute video we recently blogged about: “If you are onboarding a new director or officer in the near term who has never had EDGAR codes or if you know your...more

ArentFox Schiff

SEC Expands Accommodations for Reviewing Nonpublic Registration Statements

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On March 3, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced that it is expanding the accommodations available to issuers submitting nonpublic draft registration statements for staff...more

A&O Shearman

SEC expands confidential review of registration statements

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The SEC recently announced new accommodations to expand the types of companies and registration statements eligible for confidential SEC review. In this post, we summarize key takeaways from the announcement, including what...more

Offit Kurman

An Update on Federal and Pennsylvania Corporate Reporting Requirements

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Much confusion has surrounded the Federal Corporate Transparency Act and the new Pennsylvania annual reporting requirement. Many have asked: what is the status (and deadlines) for compliance? The Federal Corporate...more

Mayer Brown

The Time Has Come: Court Reinstates CTA Filing Requirements, FinCEN Sets New Deadline For Compliance

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AT A GLANCE - On February 17, 2025, the US District Court for the Eastern District of Texas stayed its January 7 order, enjoining enforcement of the Corporate Transparency Act and suspending the effectiveness of the...more

Saul Ewing LLP

Corporate Transparency Act and FinCEN New Compliance Deadlines

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Medical practices, dental practices and other health care entities must again comply with the federal Corporate Transparency Act (“CTA”). The deadline for compliance is March 21, 2025....more

Morrison & Foerster LLP

Off Again, On Again: The CTA Revived

Key Takeaway: Following a court decision on February 18, 2025, the Corporate Transparency Act’s (CTA) beneficial ownership reporting requirements are once again in effect. Most companies will have until Friday, March 21,...more

McGlinchey Stafford

CTA’s Beneficial Ownership Reporting Requirement Resumes – At Least for Now

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As the saga of on-again-off-again requirements continues to unfold, FinCEN’s Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA) have undergone significant changes due to...more

WilmerHale

Preparing for EDGAR Next

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On March 24, 2025, enrollment for EDGAR Next will open. All EDGAR filers, including existing reporting entities, Section 16 reporting persons, and Section 13 filers, are required to transition to the new system by September...more

BCLP

SEC Filing Reminder: Confirm Data Tagging in Your 10-K

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Although not new, eligibility to use Forms S-3 and S-8 and Rule 144 depend on compliance with SEC electronic filing rules. ...more

Conyers

Recent Amendments to BVI Company Law: Key Changes

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There have recently been a number of amendments to BVI company law. While many of these amendments are technical and will not have a material impact on clients, there are some key changes of which clients should be aware...more

Seward & Kissel LLP

2025 SEC Filing Deadlines and Financial Statement Staleness Dates

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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

Ballard Spahr LLP

New 2025 Annual Report Requirements for PA Corporations, Nonprofits, and Associations

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The Pennsylvania Associations Code now requires annual reports to be filed as a result of Pennsylvania Act 122 (the Act), which will affect Pennsylvania entities or associations, as well as foreign entities or associations...more

Rosenberg Martin Greenberg LLP

Pennsylvania Joins the Pack – New Annual Reporting Requirement and What You Need to Know

As of January 1, 2025, most domestic and foreign filing associations in Pennsylvania are required to file an annual report (like that required in most states) (the “Annual Report”). This replaces the prior decennial filing...more

Carey Olsen

Amendments to the BVI Business Companies Act

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On 2 January 2025, the BVI Business Companies (Amendment) Act, 2024 and the BVI Business Companies and Limited Partnership (Beneficial Ownership) Regulations, 2024 (the “Amendments”) came into effect. The Amendments impact...more

Skadden, Arps, Slate, Meagher & Flom LLP

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In...more

Troutman Pepper Locke

New Annual Report Requirement in Effect for Business Entities Registered in Pennsylvania

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Starting January 2025, entities formed or registered to do business in Pennsylvania are required to file an annual report with the Department of State. Pennsylvania has repealed decennial reports and now requires most...more

Perkins Coie

Preparing for the 2025 Public Company Reporting Season

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In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider while preparing...more

Baker Donelson

FinCEN Extends BOI Report Deadline for Hurricane-Affected Businesses

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Please be advised that this article was written prior to the issuance by the United States District Court for the Eastern District of Texas on December 3, 2024, of a nationwide preliminary injunction enjoining enforcement of...more

DLA Piper

2025 SEC Filing Deadlines and Financial Statement Staleness Dates

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We are pleased to announce the availability of our calendar showing SEC filing deadlines and financial statement staleness dates for 2025. Public companies are encouraged to keep in mind these important deadlines and...more

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