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Securities Exchange Act › Publicly-Traded Companies

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
Fenwick & West LLP

SEC CDI Updates for March 2026

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On March 6, 2026, the SEC released updated Compliance and Disclosure Interpretations (CDIs) related to Rule 701, Rule 405, CIK codes, and smaller reporting company (SRC) status. Key takeaways are summarized below....more

Cornerstone Research

Securities Class Action Settlements: 2025 Highlights

Cornerstone Research on

While the number of securities class action settlements declined 16% from 2024, the median settlement amount grew by 20%, driven by an increase in settlement sizes for cases with only Securities Act of 1933 (’33 Act) claims....more

Goodwin

Nasdaq Proposes Immediate Delisting for Companies Below $5 Million Market Value

Goodwin on

On January 26, 2026, The Nasdaq Stock Market (Nasdaq) filed a rule proposal with the Securities and Exchange Commission (SEC) that would permit the immediate suspension and delisting of a company listed on the Nasdaq Global...more

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: Fiscal 2025 Year-End Update

Jones Day on

Financial reporting and disclosure enforcement is a perennial priority for the U.S. Securities and Exchange Commission (“SEC”), but the change in presidential administrations in January 2025 ushered in a potentially new...more

Cooley LLP

SEC Public Companies Enforcement: FY 2025 Review and What to Expect in 2026

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When Paul Atkins became the new chairman of the Securities and Exchange Commission (SEC) in April 2025, the market expected enforcement actions against public companies to decrease....more

Skadden, Arps, Slate, Meagher & Flom LLP

Foreign Private Issuers’ D&Os Will No Longer Be Exempt From Section 16(a) Insider Reporting Obligations

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On December 18, 2025, as part of the FY 2026 National Defense Authorization Act, the Holding Foreign Insiders Accountable Act (HFIAA) was signed into law....more

Latham & Watkins LLP

SEC Announces Changes to Rule 14a-8 Shareholder Proposal Process

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On November 17, the SEC’s Division of Corporation Finance announced a major shift in how the SEC Staff handles requests to exclude shareholder proposals. ...more

A&O Shearman

Southern District Of New York Denies Leave To Amend Putative Securities Class Action Complaint Against Software Company

A&O Shearman on

On November 7, 2025, Judge John G. Koeltl of the United States District Court for the Southern District of New York denied a motion for leave to amend a putative securities class action complaint asserting claims against a...more

Ropes & Gray LLP

Shutdown Aftermath: SEC Staff to Consider Only Shareholder Proposal No-Action Requests Challenging Propriety of Proposals under...

Ropes & Gray LLP on

The Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) released a statement today indicating that it will not respond to no-action requests by companies seeking to exclude...more

Skadden, Arps, Slate, Meagher & Flom LLP

Glass Lewis To End Benchmark Proxy Voting Policy: What Companies Should Know

Skadden, Arps, Slate, Meagher & Flom LLP on

Major proxy advisory firm Glass Lewis announced that it will stop offering its standard benchmark proxy voting guidelines in 2027, and transition clients to differentiated client frameworks. Glass Lewis’ change comes amid a...more

Parker Poe Adams & Bernstein LLP

Lawsuit Highlights How Tariff-Related Risk Disclosures Are Under Shareholder Scrutiny

Parker Poe Adams & Bernstein LLP on

The tariffs that President Donald Trump has imposed on foreign countries have raised myriad questions on how import restrictions and elevated costs resulting from the president’s tariff policies will impact business for U.S....more

Jackson Walker

New Texas Law Applicable to “Nationally Listed Corporations” Sets Forth Heightened Requirements for Shareholder Proposals

Jackson Walker on

Texas Senate Bill 1057, which became effective September 1, 2025, adds new Section 21.373 to the Texas Business Organizations Code (“TBOC”). This new Section of the TBOC creates a framework that governs when and how...more

A&O Shearman

District Of Oregon Dismisses Class Action Against Nuclear Power Company

A&O Shearman on

On May 21, 2025, Judge Karin J. Immergut of the United States District Court for the District of Oregon granted a motion to dismiss a proposed securities fraud class action against a nuclear energy company (the “Company”) and...more

A&O Shearman

Northern District Of California Dismisses Putative Securities Class Action Against Grocery Delivery Company For Failure To...

A&O Shearman on

On May 9, 2025, Judge Edward J. Davila of the Northern District of California granted a motion to dismiss a purported securities class action against a grocery delivery company (the “Company”), certain of its officers and...more

A&O Shearman

Fourth Circuit Affirms District Court’s Denial Of Motion To Amend A Securities Fraud Class Action Against Quantum Computing...

A&O Shearman on

On April 8, 2025, the United States Court of Appeals for the Fourth Circuit affirmed the district court’s denial of a motion to amend a class action complaint against a quantum computing company (the “Company”) and the...more

WilmerHale

Year in Review: 2024 AI Securities Litigation Trends

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Claims relating to statements about artificial intelligence (“AI”) have rapidly become a focal point in securities litigation. Similar to the past surge of “greenwashing” claims tied to climate change disclosures, in 2024 we...more

K&L Gates LLP

SEC Expands Nonpublic Review Process for Draft Registration Statements

K&L Gates LLP on

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

Lowenstein Sandler LLP

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

Lowenstein Sandler LLP on

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

Hogan Lovells

SEC staff expands availability of nonpublic registration statement review process

Hogan Lovells on

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

WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on

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

Sullivan & Worcester

SEC Expands Confidential Submission Options for Issuers to Facilitate Capital Raising

Sullivan & Worcester on

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

Katten Muchin Rosenman LLP

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

Katten Muchin Rosenman LLP on

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

Mayer Brown Free Writings + Perspectives

SEC Expands Accommodations for Issuers Submitting Draft Registration Statements

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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

Husch Blackwell LLP

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

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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

DLA Piper

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

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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

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