News & Analysis as of

Securities and Exchange Commission (SEC) New Guidance Reporting Requirements

Fenwick & West LLP

SEC Staff Offers New Guidance on Crypto Disclosure, Stablecoins

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On April 10, the SEC staff articulated how existing disclosure requirements under the federal securities laws apply to offerings and registrations involving crypto assets....more

Keating Muething & Klekamp PLL

Checking the Box(es): SEC Issues New Guidance Clarifying Clawback Expectations

On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Disclosure Guidance for Crypto Asset Offerings, Registrations

On April 10, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) published a statement providing its views about the application of certain disclosure requirements under the federal securities laws to...more

DLA Piper

SEC Clarifies When Gross-Only Performance May Be Permissible

DLA Piper on

The US Securities and Exchange Commission staff (Staff) has issued revised guidance regarding the application of Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended (Marketing Rule), providing flexibility for...more

Mayer Brown Free Writings + Perspectives

Staff Guidance on Non-WKSI Form S-3 Registration Process; Disclosure Requirements for Foreign Private Issuers

On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure...more

Ropes & Gray LLP

New SEC Staff Guidance Allows Effectiveness of Non-Automatically Effective Form S-3s before Filing of Proxy Statement

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Form S-3 registration statements filed by issuers who are not well-known seasoned issuers may now be declared effective before the filing of the proxy statement containing Part III information that was properly omitted from...more

K&L Gates LLP

United States: SEC Issues New Guidance on Schedule 13G Eligibility

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The SEC’s Division of Corporation Finance recently issued new guidance regarding when shareholders can file beneficial ownership reports on Schedule 13G. While the 11 February 2025 Compliance and Disclosure Interpretation...more

Seward & Kissel LLP

SEC Amends Fund Reporting Requirements on Forms N-PORT and N-CEN, Issues Guidance on Liquidity Risk Management Programs

Seward & Kissel LLP on

The Securities and Exchange Commission (SEC) recently adopted amendments to the reporting requirements of Forms N-PORT and N-CEN and issued guidance related to registered open-end funds’ liquidity risk management programs...more

Sullivan & Worcester

SEC Adopts Amendments to Form N-PORT and Form N-CEN Reporting Relating to Liquidity Risk Management; Issues Guidance on Open-End...

Sullivan & Worcester on

On August 28, 2024, the Securities and Exchange Commission (“SEC”) adopted amendments to reporting requirements on Forms N-PORT and N-CEN that apply to certain registered investment companies, including registered open-end...more

Bass, Berry & Sims PLC

Just In! More Guidance on Material Cybersecurity Incidents (Item 1.05 of Form 8-K)

Bass, Berry & Sims PLC on

On June 24, the Securities and Exchange Commission (SEC) released five additional Compliance and Disclosure Interpretations for Item 1.05 of Form 8-K (Material Cybersecurity Incidents). These interpretations provide...more

Baker Donelson

[Webinar] New Privacy and Cybersecurity Regulations: What Financial Institutions Need to Know to Stay Compliant - June 13th, 10:00...

Baker Donelson on

The financial services industry has seen a litany of new data privacy and cybersecurity challenges through the first half of 2024. Financial institutions are facing unprecedented compliance hurdles resulting from the...more

Dorsey & Whitney LLP

SEC Staff Provides Welcome Guidance to Resource Extraction Issuers

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As discussed in our January 10, 2024 webinar, new SEC rules require resource extraction issuers that file reports with the SEC to file a Form SD within 270 days after each fiscal year end to report their payments to the U.S....more

BCLP

SEC Staff Issues Guidance for Reporting Cybersecurity Incidents Under Item 1.05 Versus Item 8.01 of Form 8-K

BCLP on

On May 21, 2024, the Director of the SEC’s Division of Corporation Finance issued a statement providing guidance on the use of Item 1.05 of Form 8-K to disclose cybersecurity incidents....more

Latham & Watkins LLP

FINRA Releases Long-Anticipated Guidance on New Work-From-Home Exemption Ahead of Impending COVID-19 Relief Expiration

Latham & Watkins LLP on

FINRA’s guidance sheds further light on the new rule, which will permit firms to elect “non-branch” designation for a private residence where an associated person conducts specified supervisory activities....more

Sheppard Mullin Richter & Hampton LLP

For Limited Use Only: Guidance on National Security Delay Determinations under the SEC Cyber Reporting Rule

On December 12, 2023, the Department of Justice (“DOJ”) issued guidance related to the process by which companies may request the United States Attorney General authorize delays of cyber incident disclosures, pursuant to a...more

Paul Hastings LLP

FBI, DOJ, and SEC Publish Guidance on Requesting Delayed Reporting of Item 1.05, Material Cybersecurity Incidents, on Form 8-K

Paul Hastings LLP on

On July 26 2023, the Securities and Exchange Commission (SEC) adopted final rules intended to enhance and standardize disclosures of cybersecurity risk management, strategy, governance, and incident reporting by public...more

Paul Hastings LLP

Public Company Watch: December 2023

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In the December Public Company Watch, we cover key issues impacting public companies, including a preview of the SEC’s latest regulatory agenda, an update regarding the Fifth Circuit vacating the SEC’s share repurchase rules,...more

Mayer Brown

DOJ and FBI Announce Guidance on Seeking Delays in SEC 8-K Filings for Cyber Incidents

Mayer Brown on

On December 12, 2023, the Department of Justice (DOJ) issued guidelines for companies to follow in requesting that the Attorney General authorize delays of cyber incident disclosures required by the U.S. Securities and...more

Latham & Watkins LLP

Recent Developments for Directors - October 2023 Edition

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SEC Adopts Final Rules on Cybersecurity Disclosures - The SEC has adopted rules requiring companies to provide disclosure within four business days of determining that a material cybersecurity incident has occurred, and...more

Fenwick & West LLP

SEC Adopts Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

Fenwick & West LLP on

On October 10, 2023, the U.S. Securities and Exchange Commission adopted new rules (the Amendments) that amend Regulation 13D-G under the Securities Exchange Act of 1934 (the Exchange Act), which provide companies, and the...more

Goodwin

FinCEN Proposes Form of Report to Collect Beneficial Ownership Information and Application to Obtain FinCEN Identifiers

Goodwin on

Regulatory Developments - FinCEN Proposes Form of Report to Collect Beneficial Ownership Information and Application to Obtain FinCEN Identifiers - On January 17, FinCEN proposed a form of report to collect beneficial...more

Goodwin

FinCEN Issues NPRM Regarding Access to Beneficial Ownership Information and Related Safeguards

Goodwin on

Regulatory Developments - FinCEN Issues NPRM Regarding Access to Beneficial Ownership Information and Related Safeguards - On December 15, FinCEN issued a Notice of Proposed Rulemaking (NPRM) that would implement...more

McDermott Will & Emery

Proposed Tax and Reporting for Digital Assets

McDermott Will & Emery on

On June 7, 2022, Senators Cynthia Lummis (R-WY) and Kirsten Gillibrand (D-NY) introduced the highly anticipated Responsible Financial Innovation Act (the bill), which sets out to create the first complete regulatory and...more

Foley & Lardner LLP

SEC Directs Public Companies to Evaluate Disclosure Relating to Russia’s Invasion of Ukraine and Related Supply Chain Issues

Foley & Lardner LLP on

On May 3, 2022, the SEC’s Division of Corporation Finance issued guidance through the release of a sample comment letter of public reporting companies’ potential disclosure obligations related to “the direct or indirect...more

Goodwin

Financial Services Weekly Roundup: Gone Phishing – The SEC’s OCIE Addresses Ransomware Attacks

Goodwin on

In This Issue. The Securities and Exchange Commission (SEC) adopted amendments to its exemptive applications procedures under the Investment Company Act of 1940, as amended (the 1940 Act) and proposed to amend Form 13F to...more

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