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Securities and Exchange Commission (SEC) Reporting Requirements Investors

Cooley LLP

‘Come In and Register’ – Now With Directions

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For years, the Securities and Exchange Commission’s invitation to crypto companies sounded simple: “Come in and register.” But there was no map, no guide and no obvious way forward – only uncertainty and risk. That changed on...more

Stoel Rives LLP

Transition to EDGAR Next—What You Need to Know

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As a result of amendments adopted by the SEC in 2024, the SEC’s EDGAR electronic filing system is being replaced with a new “EDGAR Next” dashboard. All existing SEC filers will need to transition to EDGAR Next before...more

Lowenstein Sandler LLP

SEC Clarifies Stance on Disclosures Relating to Crypto Assets

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The Guidance provides the Division’s views regarding certain disclosure requirements under Regulation S-K, specifically with respect to disclosures contained within Form S-1 (registration statements), Form 10-K (reporting...more

Baker Botts L.L.P.

SEC Commissioner Hester Peirce Raises Concerns Over Cyber Disclosure Rules

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As public companies work to align with the SEC’s new cybersecurity disclosure requirements, Commissioner Hester Peirce is urging a reassessment of how these rules are applied—particularly during active cyber incidents. In a...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

DarrowEverett LLP

Private Placements in South Carolina: A Primer on Federal and State Securities Registration

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With an estimated 34 people moving to the Charleston area each day and with South Carolina claiming one of the fastest-growing populations in the nation last year , the post-COVID increase in the number of private placement...more

Oberheiden P.C.

Regulation A+: The Ultimate Guide from Eligibility to Compliance

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Regulation A+ has emerged as a powerful tool for companies seeking to raise capital from both accredited and non-accredited investors. This Regulation A+ Offerings Guide provides a comprehensive overview of Regulation A+,...more

DLA Piper

SEC Permits Rule 506(c) Accredited Investor Verification with Self-Certification

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The US Securities and Exchange Commission (SEC) has published no-action guidance providing clarity to issuers relying on Rule 506(c) of Regulation D – an exempt offering pathway that permits issuers to publicly advertise an...more

White & Case LLP

“Under Pressure”: Walking the Fine Line of Section 13(d) Passive Investor Status

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On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more

Cohen & Gresser LLP

A New Chapter for the SEC: A Philosophical Shift on Shareholder Engagement, Shareholder Proposals, and ESG

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Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more

Wilson Sonsini Goodrich & Rosati

[Webinar] A Shift in ESG: Navigating Environmental and Social Issues Under the New Administration - A Three-Part Series - March...

Under the new administration, several shifts in E&S have impacted public companies across a number of different practice areas. In light of these developments, companies are taking a wide array of approaches to disclosure,...more

BCLP

Can You Keep A Secret? SEC Expands Availability of Confidential Submissions of Draft Registration Statements

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The SEC has declared its intent to “return[] to its narrow mission to facilitate capital formation, while protecting investors and maintaining fair, orderly, and efficient markets.” The new accommodations will allow any...more

Skadden, Arps, Slate, Meagher & Flom LLP

Prepare for Changes to the Shareholder Engagement Process

As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more

Sullivan & Worcester

New SEC Guidance May Lead to More 5% Shareholders Having to File Schedule 13Ds

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The SEC’s Division of Corporation Finance recently published a new Compliance and Disclosure Interpretation (CD&I) 103.12 regarding shareholders’ engagement with issuers’ management in the context of eligibility to report on...more

Cadwalader, Wickersham & Taft LLP

SEC Staff Issues New Guidance Regarding Schedule 13D/G

On February 11, 2025, the SEC staff published updates to two Compliance and Disclosure Interpretations (C&DIs) regarding the availability of Schedule 13G to certain investors, specifically concerning activities that could...more

BCLP

Shareholder Engagement by Investors May Trigger Requirement to Convert From Schedule 13D to 13G

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The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...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

WilmerHale

SEC Staff Issues New Guidance on Shareholder Proposals and Rescinds Staff Legal Bulletin No. 14L

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On February 12, 2025, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M), which rescinds prior Staff Legal Bulletin No. 14L (SLB 14L) and provides updated guidance on shareholder proposals...more

Latham & Watkins LLP

Shareholder Engagement Practices Under New SEC Guidance on Schedule 13G Eligibility: FAQs

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The SEC Staff recently issued new guidance (C&DI 103.12) on how a shareholder’s engagement with a company’s management could disqualify the shareholder from using the SEC’s short-form Schedule 13G....more

Foley Hoag LLP

SEC Announces One Year Delay in Filing Obligations under Rule 13f-2 and Corresponding Form SHO

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On October 13, 2023, the Securities and Exchange Commission (the “SEC”) adopted Rule 13f-2 and related Form SHO pursuant to the Securities Exchange Act of 1934. Rule 13f-2 requires that any party meeting the definition of...more

Cooley LLP

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

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On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more

Katten Muchin Rosenman LLP

SEC Grants Further Relief From Including Personally Identifiable Information in CAT Reporting

On February 10, the Securities and Exchange Commission (SEC) granted relief exempting industry members from reporting a natural person’s name, address, and year of birth to the Consolidated Audit Trail (CAT). Industry members...more

DarrowEverett LLP

Private Placements in Florida Just Got Easier: Here’s How

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Florida recently implemented amendments to its Securities and Investor Protection Act (“Chapter 517”), bringing significant changes to the regulatory framework governing private placements, investment advisors, and exemptions...more

Paul Hastings LLP

ILPA Releases New Reporting and Performance Templates

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On January 22, the Institutional Limited Partners Association (ILPA) released an update to its 2016 Reporting Template and unveiled a new Performance Template. Together, the goal of these documents is to enhance and...more

Morgan Lewis

Current Developments in SEC Enforcement for Public Companies and a Look Ahead 2024–2025

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The US Securities and Exchange Commission (SEC) brought a number of notable enforcement proceedings against public companies in fiscal year 2024, which ended September 30, 2024, and into the first quarter of fiscal year 2025....more

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