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Securities and Exchange Commission (SEC) Corp Fin Disclosure Requirements

DLA Piper

Corp Fin Releases New Guidance on Clawback Disclosure Requirements

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The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more

Cooley LLP

Securities Act and FPI Exchange Act forms CDIs update

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Corp Fin continues its project of updating CDIs. This new tranche relates to effectiveness of Form S-3 relative to timing of filing of Forms 10-K and proxy statements, allowing non-automatically effective Forms S-3 to be...more

Cooley LLP

New CDIs related to M&A

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Corp Fin has just posted some new CDIs related to M&A transactions, more specifically, a revised CDI related to Form S-4 and lock-up agreements and a new group of CDIs related primarily to material changes in tender offers....more

Cooley LLP

Corp Fin Issues New Guidance Further Accommodating Nonpublic Draft Registration Statements

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A few days ago, Corp Fin issued this guidance expanding the accommodations available for nonpublic review of draft registration statements to all issuers, building on the 2017 expansion of nonpublic reviews initiated by the...more

Cooley LLP

A Response to Last Week’s Corp Fin Interps: BlackRock Stops All Scheduled Engagement!

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As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder...more

Cooley LLP

Departure of Corp Fin Director

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The SEC has just announced the departure of Corp Fin Director Erik Gerding at the end of this year. On his departure, Cicely LaMothe, the current Corp Fin Deputy Director, Disclosure Operations, will serve as Acting...more

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

Corp Fin updates guidance on extensions of confidential treatment orders—again

Cooley LLP on

To start the new year, Corp Fin has posted an updated version of Disclosure Guidance: Topic No. 7, Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2. The guidance addresses procedures for CTRs that...more

Cooley LLP

Corp Fin adds one more new CDI on Form 8-Ks for material cybersecurity incidents

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A few days ago, Corp Fin issued three new CDIs relating to delays in reporting material cybersecurity incidents on Form 8-K. Those CDIs, together with the Department of Justice Material Cybersecurity Incident Delay...more

Cooley LLP

Corp Fin releases more new CDIs on pay versus performance

Cooley LLP on

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

Corp Fin issues new CDIs regarding the proxy rules

Cooley LLP on

On Friday, Corp Fin released some new CDIs, summarized below, relating to the proxy rules. The CDIs can all be found under the caption Proxy Rules and Schedule 14A, and all are new with one exception for a newly revised CDI...more

Cooley LLP

Some highlights of the 2023 PLI Securities Regulation Institute

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This year’s PLI Securities Regulation Institute was a source for a lot of useful information and interesting perspectives. Panelists discussed a variety of topics, including climate disclosure (although no one shared any...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

New CDIs on stock buybacks and foreign private issuers

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In May, the SEC adopted a proposal intended to modernize and improve disclosure regarding company stock repurchases. One fortunate aspect of the final rules—for domestic companies, that is—was that the new rule did away with...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues New CDIs on Rule 10b5-1 Plans and Related Disclosures

On August 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued five new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 trading arrangements. Three...more

Cooley LLP

In discussions of inflation, SEC staff want the details

Cooley LLP on

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 posts a slew of new CDIs on pay versus performance

Cooley LLP on

On Friday afternoon, Corp Fin posted a slew of new CDIs—15 in total—regarding the new pay-versus-performance rule. You may recall that, in August last year, the SEC finally adopted a new rule that will require disclosure of...more

Cooley LLP

Corp Fin issues new CDIs regarding the clawback rules

Cooley LLP on

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

Cooley LLP on

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

White & Case LLP

Corp Fin Issues Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets

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In light of the dislocation experienced by the crypto industry in recent months, as demonstrated through a number of highly publicized bankruptcies causing "widespread disruption" in the space, on December 8, 2022, the...more

Cooley LLP

Corp Fin speaks at “SEC Speaks”

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At last week’s PLI program, SEC Speaks, Corp Fin Director Renee Jones and crew discussed a number of topics, among them disclosure of emerging risks, recent rulemakings, staff focus on Part III disclosures, shareholder...more

Cooley LLP

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

Cooley LLP on

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

Kilpatrick

SEC Preparing Issuers for Upcoming Climate related Disclosures Rules

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On September 22, 2021, the Division of Corporation Finance of the U.S. Securities and Exchange Commission released a sample comment letter containing comments that Division Staff could issue regarding an issuer’s...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

Perkins Coie

SEC Speaks Out on SPACs

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When a significant volume of capital is raised from investors through nontraditional capital markets transactions, the U.S. Securities and Exchange Commission (SEC) is sure to follow with increased scrutiny. The SEC made that...more

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