News & Analysis as of

SEC Comment Letter Process

Goodwin

SEC Adopts New Rules Applicable to SPACs, Shell Companies and Projections

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We previously noted in our March 31, 2022 alert that the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting on March 30, 2022 to consider proposed rules and amendments regarding special purpose...more

Goodwin

Developments in Reverse Merger Transactions: “Shell Company” Definition and New Constraints on Resales of Securities Acquired in...

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The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened...more

WilmerHale

SEC Staff Comment Letters Continue to Seek Enhanced Climate-Related Disclosures

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While the Securities and Exchange Commission’s (SEC) new climate-related disclosure rules remain pending, recent comment letters show that the SEC staff is not waiting for the rules to be finalized in order to seek more...more

Fenwick & West LLP

Fenwick Writes Comment Letter on Notice 2023-63 on Amortization of Specified Research or Experimental Expenditures under Section...

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Following the IRS’s issuance of guidance in Notice 2023-63 regarding R&D capitalization under Section 174, a working group of several Fenwick tax group attorneys commented to the IRS and the U.S. Treasury Department on...more

Paul Hastings LLP

Public Company Update: Things to Keep in Mind for the 2024 10-K Season

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As we head into year-end, annual reporting season is just around the corner. Over the past 12 months, the SEC has been active on the rulemaking front, resulting in numerous new disclosure obligations for issuers during the...more

Mayer Brown Free Writings + Perspectives

SEC Staff Issues Sample Comment Letter Regarding XBRL Disclosures

On September 7, 2023, the Staff of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) issued a sample comment letter (“Letter”), containing sample comments that the...more

Mayer Brown Free Writings + Perspectives

SEC Division of Corporation Finance Releases Sample Comment Letter for China-Based Companies

On July 17, 2023, the US Securities and Exchange Commission’s Division of Corporation Finance (“Division”) released another Sample Letter (“Letter”) that outlines the disclosures that the Staff is focused on in relation to...more

Goodwin

Regulation A+ SEC Developments - Recent SEC Enforcement Proceedings and SEC Comment Letter Trends

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In March 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A, which expanded the Regulation A exemption from the Securities Act of 1933 (the Securities Act) registration for public offerings...more

Troutman Pepper

SEC Comment Letter Update

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Overview - This article highlights comment letters publicly issued by the Securities and Exchange Commission (SEC) to Real Estate Investment Trusts (REITs) during 2022. The SEC issues comment letters in connection with...more

Sullivan & Worcester

The Status of Two Pending Rules That Would Require Disclosure of Climate Risks

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We discuss the status of two pending federal regulations that would require the disclosure of information concerning greenhouse gas (GHG) emissions and climate-related risks: one proposed by several agencies that would apply...more

Skadden, Arps, Slate, Meagher & Flom LLP

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

Nelson Mullins Riley & Scarborough LLP

SEC Releases Sample Letter to Companies Regarding Crypto Market Developments

Similar to recent sample comment letters released regarding climate change disclosure, China-based companies, and Russia’s invasion of Ukraine, the SEC has released a sample letter to companies regarding recent developments...more

BakerHostetler

Disclosing Cryptocurrency Risks: SEC Comment Letter Puts Companies On Notice

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The U.S. Securities and Exchange Commission (SEC) Division of Corporation Finance (CorpFin) recently issued guidance (Guidance), including a “Dear Issuer” Sample Letter (Sample Letter) to assist companies in meeting their...more

Bass, Berry & Sims PLC

Recent SEC Comment Letter of Interest Regarding Whether a Digital Currency is a Security Under Section 2(a)(1) of the Securities...

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Subscribers to our blog know that we monitor EDGAR for new SEC comment letters and enjoy bringing attention to the more interesting ones. In today’s blog post, we bring your attention to a recent SEC comment letter exchange...more

Mayer Brown Free Writings + Perspectives

Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets

Last week, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission posted a sample comment letter (see the sample letter) in order to provide guidance to reporting companies regarding the...more

Orrick, Herrington & Sutcliffe LLP

Comment Period Reopened for Climate and Cybersecurity Proposals, Among Others

On Friday, October 7, 2022, the Securities and Exchange Commission (the “SEC”) reopened the public comment periods for eleven rulemaking proposals and one request for comment due to a technical error that prevented the SEC...more

Seward & Kissel LLP

Seward Submits Comment Letter on the SEC’s Proposed Amendments to Rule 35d-1 (Names Rule)

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Seward and Kissel submitted a comment letter to the SEC in response to its request for comments on proposed amendments to the Names Rule....more

Cadwalader, Wickersham & Taft LLP

In Depth: Dissecting the Real Estate, Structured Finance and Financial Services Industries' Comment Letters on the SEC’s Climate...

By the time the comment period closed on June 17, 2022, the SEC had received thousands of comment letters from the public in response to the SEC’s proposed climate disclosure rules (the “Proposal”), which is perhaps the most...more

Jones Day

Comment Letter Submitted on SEC’s Proposed Climate-Related Disclosure Rules

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We believe our proposed changes support all market participants' common objectives of investor protection and fair and efficient capital markets. ...more

Mayer Brown Free Writings + Perspectives

Comment Letters on Proposed Rules on SPACs

On March 30, 2022, the US Securities and Exchange Commission (“Commission”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules,” see summary) addressing the treatment of initial public...more

White & Case LLP

SEC Issues Sample Comment Letter on Disclosure Obligations Related to Russia’s Actions in Ukraine; White & Case Surveys S&P 500...

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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

Mayer Brown Free Writings + Perspectives

Sample Letter to Companies Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues

The Staff of the US Securities and Exchange Commission’s Division of Corporation Finance released a sample comment letter that provides guidance regarding the types of disclosures that reporting companies should consider in...more

White & Case LLP

SEC Posts Sample Letter to China-Based Companies, Amid a Stalled Process for SEC Clearance of their Offerings

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On December 20, 2021, the SEC's Division of Corporation Finance (the "Division") posted an illustrative letter containing sample comments that the Division may issue to companies based in, or with the majority of their...more

Vinson & Elkins LLP

[Webinar] Navigating the 2022 Annual Meeting and Reporting Season - January 12th, 9:00 am - 12:00 pm CT

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In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including key Environmental, Social and Governance (ESG) themes. We...more

Sheppard Mullin Richter & Hampton LLP

SEC Publishes Sample Letter to Companies on Environmental Disclosures

Environmental, social, and governance factors (“ESG”) have pushed to the forefront of the SEC’s attention in recent years. In September, building on prior guidance, the SEC’s Division of Corporate Finance released a sample...more

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