Securities Exchange Act, Disclosure Requirements

Northern District Of Ohio Dismisses Putative Class Action Against Medical Services Company For Failure To Adequately Allege...

A&O Shearman on 3/26/2025

On March 19, 2025, Judge Charles E. Fleming of the United States District Court for the Northern District of Ohio dismissed a putative class action asserting claims under the Securities Exchange Act of 1934 and the Securities...more

Writing on a New SLATE – DWT's FINRA Expertise

Davis Wright Tremaine LLP on 3/20/2025

The SEC's Rule 10c-1a now mandates the reporting of securities loans, marking a significant regulatory shift. Potential challenges in implementing SLATE, including the need for possible adjustments to data dissemination...more

SEC Expands Nonpublic Review Process for Draft Registration Statements

K&L Gates LLP on 3/18/2025

On 3 March 2025, the Division of Corporation Finance of the Securities and Exchange Commission (the SEC) announced that it is expanding the scope of availability for companies to submit draft registration statements for...more

SEC’s Expanded Confidential Review Process Provides Issuers Greater Flexibility To Explore and Plan Public Offerings

Lowenstein Sandler LLP on 3/13/2025

On March 3, 2025, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced significant enhancements to the accommodations available for issuers confidentially submitting draft registration...more

Eastern District Of Wisconsin Dismisses Class Action Against Energy Products Company For Failure To Allege Falsity, Scienter, And...

A&O Shearman on 3/13/2025

On February 7, 2025, Judge Brett H. Ludwig of the United States District Court for the Eastern District of Wisconsin dismissed a putative class action alleging that an energy product sales company (the “Company”) and its...more

SEC Expansion of Availability of Confidential Submissions of Registration Statements Could Help Life Sciences Companies Raise...

Fenwick & West LLP on 3/12/2025

In an attempt to facilitate capital raising, the SEC announced that it was expanding the ability of issuers to submit draft registration statements for confidential review by the staff. Historically, this procedure was mostly...more

SEC staff expands availability of nonpublic registration statement review process

Hogan Lovells on 3/12/2025

On March 3, the SEC’s Division of Corporation Finance announced that it has expanded the availability of the nonpublic review process for registration statements under which issuers may voluntarily submit draft Securities Act...more

SEC Staff Expands Draft Registration Statement Accommodations

Goodwin on 3/12/2025

On March 3, 2025, the staff of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “SEC staff”) announced that, effective immediately, it is enhancing the accommodations available to...more

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on 3/12/2025

On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more

SEC Expands Confidential Submission Options for Issuers to Facilitate Capital Raising

Sullivan & Worcester on 3/11/2025

On March 3, 2025, the U.S. Securities and Exchange Commission (SEC) announced expanded accommodations for issuers submitting draft registration statements for nonpublic review. These enhancements are intended to facilitate...more

SEC Division of Corporation Finance Expands Confidential Review Accommodations for Draft Registration Statements

Katten Muchin Rosenman LLP on 3/10/2025

On March 3, 2025, the staff of the Securities and Exchange Commission's (SEC) Division of Corporation Finance (the Division) announced that it enhanced certain existing accommodations under the Jumpstart Our Business Startups...more

A Significant Development for Broker-Dealers Quoting Fixed Income Securities

Davis Wright Tremaine LLP on 3/10/2025

As a follow-up to our prior discussion in this area, this article addresses a recent exemption issued to the New York Stock Exchange ("NYSE") by the Securities and Exchange Commission ("SEC") that allows for increased trading...more

SEC Expands Accommodations for Issuers Submitting Draft Registration Statements

Mayer Brown Free Writings + Perspectives on 3/7/2025

On March 3, 2025, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) announced a new policy, with immediate effect, expanding the accommodations available for issuers that...more

SEC to Expand Confidential Filing Privileges

Sheppard Mullin Richter & Hampton LLP on 3/7/2025

The U.S. Securities and Exchange Commission (SEC) has announced significant changes to its confidential filing procedures, aiming to support capital formation and provide greater flexibility for companies planning public...more

SEC Staff Issues New Guidance on Shareholder Proposals and Schedule 13G Eligibility

Husch Blackwell LLP on 3/7/2025

On February 12, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M) setting forth staff guidance on shareholder proposals submitted...more

SEC Expands Confidential Review Process to Facilitate Capital Formation

DLA Piper on 3/6/2025

Companies seeking to raise capital through a public offering are encouraged to note the US Securities and Exchange Commission (SEC)’s announcement on March 3, 2025 that the staff of the Division of Corporation Finance (SEC...more

SEC Announces Measures to Facilitate Capital Formation

Akin Gump Strauss Hauer & Feld LLP on 3/6/2025

In March 2025, the U.S. Securities and Exchange Commission (SEC) announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review. The SEC’s Division of...more

Shareholder Proposals – The Great Reset Again! (Part 2)

DLA Piper on 3/5/2025

In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is...more

SEC Staff Expands Confidential Submission Options for Issuers

Latham & Watkins LLP on 3/5/2025

The SEC Staff has expanded the ability of issuers to make confidential submission of draft registration statements and clarified the procedures for making confidential submissions. This new policy takes effect immediately....more

SEC Expands Confidential Filings to Facilitate Planning for IPOs

Stinson - Corporate & Securities Law Blog on 3/4/2025

The SEC announced that its Division of Corporation Finance is further facilitating capital formation by enhancing the accommodations available to companies for nonpublic review of draft registration statements....more

SEC staff revives former guidance on shareholder proposals raising social policy issues

Hogan Lovells on 2/28/2025

On February 12, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M) to update its guidance on the “economic relevance” and “ordinary business” exclusions in Exchange Act Rule 14a-8, which...more

SEC Division of Corporate Finance Updates C&DIs Related to the Eligibility to File Schedule 13G

Dorsey & Whitney LLP on 2/27/2025

On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more

AI Update: New Lawsuit Highlights the Risks Of AI-Related Disclosures

Zelle LLP on 2/20/2025

A recent lawsuit filed in the US District Court for the Southern District of New York—Sarria v. Telus International (Cda) Inc. et al., No. 1:25-cv-00889 (S.D.N.Y. Jan 30, 2025)—involves two distinct risks associated with...more

No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L

Bass, Berry & Sims PLC on 2/19/2025

On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates...more

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

Foley Hoag LLP on 2/17/2025

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

Securities Exchange Act › Disclosure Requirements

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